Purchase terms and conditions
1.1 In these Conditions, the following definitions apply:
Agreement: the agreement between E.G. and Supplier for the supply of Products and/or Services, which shall consist of the P.O., these Conditions and such other documents referred to in the P.O.
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in Belgium are open for business.
Claims: has the meaning set out in clause 11.2.
Conditions: these purchase terms and conditions as amended from time to time in accordance with clause 14.7.
Confidential Information: has the meaning set out in clause 12.1.
Deliverables: all Documents, products and materials developed by Supplier or its agents, contractors and employees as part of or in relation to the Products and/or Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
DPA: the General Data Protection Regulation (EU) 2016/679 (GDPR) as implemented by the Belgian Data Protection Act of 30 July 2018, as amended from time to time.
E.G.: EUROGENERICS SA/NV, a company incorporated under Belgian law with registered offices at 1020 Brussels, Esplanade S/N B22, registered with the Crossroad Bank for Enterprises under number 0419.806.694.
E.G. Materials: has the meaning set out in clause 3.9(c).
Force Majeure Event: has the meaning set out in clause 14.1.
Intellectual Property or Intellectual Property Rights: all patents, rights to inventions, copyright (or author rights) and related rights, trademarks, business and domain names, rights in goodwill, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Products: the products (or any part of them) set out in the P.O., to be provided by Supplier under the Agreement.
P.O.: a specific purchase order for Products and/or Services, given by E.G. to Supplier in accordance with these Conditions (including a material release form where the context permits).
Services: the services, including, without limitation, any Deliverables, to be provided by Supplier under the Agreement as set out in the Specifications.
Specifications: in relation to the Products, any specifications for the Products provided by E.G. to Supplier and, in relation to the Services, the description or specification for Services by Supplier as agreed in writing by E.G.
Supplier: the person or entity from whom E.G. purchases the Products and/or Services.
Supplier Know-How: has the meaning set out in clause 10.6.
2. OFFER AND ACCEPTANCE
2.1 The P.O. constitutes an offer by E.G. to purchase Products and/or Services from Supplier in accordance with these Conditions.
2.2 The P.O. will be deemed to be accepted by Supplier on the earlier of (i) Supplier issuing written acceptance of the P.O. or (ii) any act by Supplier consistent with fulfilling the P.O., at which point and on which date the Agreement will come into existence.
2.3 If there is a conflict between these terms, the terms of the P.O., or any attachments to the P.O., the terms of the P.O. shall take precedence over these terms, and these terms shall take precedence over any other attachment. If the P.O. is issued in conjunction with a detailed contract between the parties, the terms of the contract will take precedence over all other terms.
2.4 The purchase of goods and services by E.G. is expressly conditioned on assent by Supplier to these terms; any additional or conflicting terms or provisions in other documents provided by Supplier shall not apply to such purchase, and are hereby rejected by E.G.
3. DELIVERY OF PRODUCTS
3.1 Supplier acknowledges that time is of the essence regarding delivery of Products, that E.G. has strict requirements regarding scheduled delivery dates for Products which are essential to E.G.’s business. In the event Supplier for any reason anticipates any difficulty in complying with any agreed delivery date or otherwise in accordance with any requirement of the Agreement, Supplier shall promptly notify E.G. in writing and shall use its best efforts to accommodate any reasonable request by E.G. to reschedule confirmed delivery dates, or to change other parts of any Agreement. Upon E.G.’s, request Supplier shall without delay provide information in writing concerning the status of any order, shipments due and payments and such other items relating to the business flow between Supplier and E.G. as E.G. may request. E.G. is not obliged to accept late deliveries, partial deliveries or excess deliveries.
3.2 Supplier will ensure that:
- the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition and free from damage;
- each delivery of the Products is accompanied by documentation specified by E.G. or, in the absence of E.G.’s specification, a packing slip or delivery note which clearly identifies the Products and which shows the P.O. details, the type and quantity of the Products, special storage instructions (if any), the invoice number and details of the delivery location (“Delivery Location”); and
- if Supplier requires E.G. to return any packaging material for the Products to Supplier, which will only be done at the cost of Supplier, that fact is clearly stated on the packing slip or delivery note.
3.3 Supplier shall, upon E.G.'s request, suspend shipment and delivery of the Deliverables for up to 180 days without liability to Supplier. Supplier will deliver the Products (i) on the date specified in the P.O., (ii) to the Delivery Location set out in the P.O. or as instructed by E.G. before delivery and (iii) during E.G.'s normal hours of business on a Business Day, or as instructed by E.G.
3.4 Delivery of the Products will be completed once the Products have been unloaded at the Delivery Location.
3.5 Supplier will not deliver the Products in instalments without E.G.'s prior written consent (to be provided in the P.O. or in a specific writing signed by E.G.). Where it is agreed that the Products are delivered in instalments, the Products may be invoiced and paid for separately. However, failure by Supplier to deliver any one instalment on time or at all or any defect in an instalment will entitle E.G. to the remedies set out in clause 7.1.
3.6 Title and risk in the Products will pass to E.G. on completion of delivery (as defined by reference to the applicable Incoterm which shall be mentioned in the relevant P.O. or, failing this, as specified hereunder) and upon inspection and acceptance of the Products by E.G.
3.7 Unless specified otherwise in the P.O., all Products will be sold Delivered Duty Paid (DDP) and all delivery terms will be interpreted in accordance with the most recently published Incoterms. Any shipment details will be as set out in the P.O. and, unless specified otherwise in the P.O., all costs (including customs duty, taxes and other charges) and risk of loss or damage incurred in the shipment of Products (including loss during loading or unloading) will be borne solely by Supplier and will not pass to E.G. until delivery of the Products and until E.G. has inspected and accepted the Products.
3.8 Supplier will adhere to any logistics procedures and warehousing instructions provided by E.G. (including instructions provided in materials, agreements or transportation routing letters).
3.9 In supplying the Products, Supplier will:
- ensure that the Products conform with all descriptions and specifications set out in the Specifications, and that the Deliverables will be fit for any purpose expressly or impliedly made known to Supplier by E.G.;
- use the best quality products, materials, standards and techniques, and ensure that the Deliverables, and all Products will be free from defects in workmanship, installation and design;
- hold all materials, equipment and tools, drawings, specifications, blue prints, media and data supplied by E.G. to Supplier (“E.G. Materials”) in safe custody at its own risk, maintain E.G. Materials in good condition until returned to E.G., and not dispose of or use E.G. Materials other than in accordance with E.G.'s written instructions or authorisation; and
- not do or omit to do anything which may cause E.G. to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business.
4.1 E.G. will have the right to inspect and test the Products at any time before delivery, including (but not restricted to) undertaking quality surveys and audits. Supplier will, without additional charge to E.G., provide all reasonable facilities and assistance required for safe and convenient inspections by E.G.
4.2 If it results from such inspection or testing that the Products do not conform or are unlikely to comply with Supplier's warranties at clause 6.1, E.G. will inform Supplier and Supplier will immediately take such remedial action as is necessary to ensure compliance.
4.3 Notwithstanding any inspection or testing by E.G., Supplier will remain fully responsible for the Products and any inspection or testing by E.G. will not reduce or otherwise affect Supplier's obligations under the Agreement. E.G. will have the right to conduct further inspections and tests after Supplier has carried out its remedial actions. For the avoidance of doubt, E.G.’s inspection, or lack of inspection, will neither relieve Supplier of responsibility for Products that do not comply with these Conditions, imply approval or acceptance of the Products by E.G. or waive Supplier’s liability for latent defects, fraud, mistake or breach of warranty.
5. PROVISION OF SERVICES
5.1 Supplier will meet any performance dates for the Services specified in the P.O. or notified to Supplier by E.G.
5.2 In providing the Services, Supplier will:
- co-operate with E.G. in all matters relating to the Services, and comply with all instructions of E.G.;
- perform the Services with the best care, skill and diligence in accordance with best practice in Supplier's industry, profession or trade;
- use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Supplier's obligations are fulfilled in accordance with the Agreement;
- ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Specifications, and that the Deliverables will be fit for any purpose expressly or impliedly made known to Supplier by E.G.;
- (e) provide all equipment, tools and such other items as are required to provide the Services;
- use the best quality products, materials, standards and techniques, and ensure that the Deliverables, and all products and materials supplied and used in the Services or transferred to E.G. will be free from defects in workmanship, installation and design;
- obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
- observe all health and safety rules and regulations and any other security requirements that apply at any of E.G.'s premises;
- hold all E.G. Materials in safe custody at its own risk, maintain E.G. Materials in good condition until returned to E.G., and not dispose of or use E.G. Materials other than in accordance with E.G.'s written instructions or authorisation; and
- not do or omit to do anything which may cause E.G. to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and Supplier acknowledges that E.G. may rely or act on the Services.
6.1 Supplier warrants that:
- the Products and/or Services correspond with their description and any applicable Specifications;
- the Products are of satisfactory quality and conform to the quality expected and fit for any purpose held out by Supplier or made known to Supplier by E.G.;
- the Products, where applicable, are free from defects in design, materials and workmanship and shall be subject to a contractual warranty of at least 12 months after delivery;
- the Products and/or Services comply with all applicable statutory and regulatory requirements relating to them;
- full traceability of all Product and Deliverables is ensured, as well as all materials and ingredients used in the foregoing, and Supplier shall at all times be able to present E.G. with documentary evidence in relation thereto; and
- at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement in respect of the Products and/or Services.
6.2 Supplier assigns and warrants that it has the authority to assign to E.G. all manufacturer’s warranties, express or implied, representations, service agreements and other indemnities, if any, applicable to all Products and/or Services sold to E.G. by Supplier.
6.3 Supplier further warrants that E.G. is entitled to request replacement of any and all member(s) of Supplier’s personnel for justified reasons. If a replacement is requested, Supplier will immediately replace the identified personnel at no cost to E.G. Furthermore, Supplier will not offer, promise, initiate an offer to or employ personnel of E.G. during the term of the Agreement and for one (1) year thereafter.
6.4 Supplier will remain solely responsible for payment of the compensation, benefits and insurance for its personnel. Supplier maintains full responsibility for the acts of its personnel in the performance of its obligations under the Agreement. Neither Supplier nor Supplier’s employees are or will be deemed to be employees of E.G. during the period of delivery of the Services.
7. REMEDIES OF E.G.
7.1 If Supplier fails to deliver the Products and/or perform the Services by the applicable date, E.G. will, without limiting its other rights or remedies, have one or more of the following rights:
- to refuse to accept any subsequent performance of the Services and/or delivery of the Products which Supplier attempts to make;
- to recover from Supplier any costs incurred by E.G. in obtaining substitute products and/or services from a third party;
- to terminate the Agreement with immediate effect, and without court intervention, by giving written notice to Supplier;
- where E.G. has paid in advance for Services that have not been provided by Supplier and/or Products which have not been delivered by Supplier, to have such sums immediately refunded by Supplier; and
- to claim damages for any additional costs, loss or expenses incurred by E.G. which are in any way attributable to Supplier’s failure to meet such dates.
7.2 If Supplier is in breach of the Agreement then, without limiting its other rights or remedies, E.G. will have one or more of the following rights (and, in the case of the delivery of Products, whether or not it has accepted the Products):
- to reject the Products (in whole or in part) whether or not title has passed and to return them to Supplier at Supplier's own risk and cost;
- to cancel the P.O. in whole or in part at Supplier’s own risk and cost;
- to require Supplier to repair or replace rejected Products at Supplier’s own risk and cost or to provide a full refund of the price of the rejected Products (if paid);
- to refuse to accept any subsequent delivery of the Products which Supplier attempts to make;
- to terminate the Agreement with immediate effect, and without court intervention, by giving written notice to Supplier;
- to recover from Supplier any costs incurred by E.G. in obtaining substitute products from a third party; and
- to claim damages for any additional costs, loss or expenses incurred by E.G. arising from Supplier's breach of the Agreement.
7.3 Notwithstanding clause 7.2, E.G. may cancel the P.O. in whole or in part at any time having provided prior written notice of cancellation to Supplier. Such cancellation will be without liability to E.G. except E.G. will pay Supplier for the cost of any documented work in progress and for any material commitments made within the time period specified on the face of the P.O. or, if no time period is specified, within the two week period from the date of the notice of cancellation.
7.4 These Conditions will extend to any repaired or replacement Products and/or to any substituted or remedial Services supplied by Supplier.
7.5 E.G.'s rights under the Agreement are in addition to its rights and remedies implied by Belgian law.
8. OBLIGATIONS OF E.G.
8.1 E.G. will:
- provide Supplier with access to E.G.'s premises for the purpose of supplying the Products and/or Services during E.G.’s normal business hours or as instructed by E.G.; and
- provide such information as Supplier may reasonably request for the supply of the Products and/or Services and E.G. considers reasonably necessary for the purpose of supplying the Products and/or Services.
9. PRICING, INVOICING AND PAYMENT
9.1 The price for the Products and/or Services (i) will be the price set out in the P.O. and (ii) will be inclusive of the costs of packaging, insurance and carriage of the Products, unless otherwise agreed in writing by an authorised representative of E.G.
9.2 All prices are stated in Euros unless otherwise specified. To the extent permitted by the applicable law, Supplier warrants that the prices stated in the P.O. are not higher than prices currently charged to other buyers at similar volumes, as the case may be. If Supplier’s prices for similar products or services are reduced (whether by way of a price reduction, close-out, rebate, allowances or additional discounts offered at any time prior to shipment), Supplier will reduce the price for the Products and/or Services and will invoice E.G. at the reduced prices.
9.3 Supplier will invoice E.G. on delivery of the Products or immediately after completion of the Services. Each invoice will include supporting information required by E.G. to verify the accuracy of the invoice, including but not limited to the relevant P.O. number and must reflect the prices stated in the P.O.
9.4 In consideration of the supply of Products and/or Services by Supplier, E.G. will pay the invoiced amounts within 60 days of the date of issuance of a correctly rendered invoice to a bank account nominated in writing by Supplier.
9.5 All amounts payable by E.G. under the Agreement are exclusive of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Agreement by Supplier to E.G., E.G. will, on receipt of a valid VAT invoice from Supplier, pay to Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products and/or Services at the same time as payment is due for the supply of the Products and/or Services.
9.6 Supplier will not be entitled to assert any credit, set-off or counterclaim against E.G. in order to justify withholding payment of any amount in whole or in part. E.G. may, without limiting its other rights or remedies, set off any amount owed to it by against any amount payable by E.G. to Supplier.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 In respect of the Products and any products that are transferred to E.G. as part of the Services under the Agreement, including, without limitation, the Deliverables or any part of them, Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to E.G., it will have full and unrestricted rights to sell and transfer all such items to E.G.
10.2 To the fullest extent permitted under Belgian law, Supplier assigns to E.G., with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Products and/or the Services including for the avoidance of doubt the Deliverables. If and to the extent that any Deliverable or any part thereof are not assignable by virtue of applicable law, Supplier hereby grants to E.G. any unlimited, exclusive, irrevocable, worldwide, royalty free, fully paid up, transferrable, sub-licensable right and license to the Deliverable, and every part thereof for the full term of protection therein and to the fullest extent permitted under applicable law.
10.3 Supplier agrees to promptly take all actions reasonably necessary to protect and vest in E.G. all rights in the Deliverables as set forth herein, including, without limitation, executing documents of assignment or license, and obtaining signed agreements from its personnel, which agreements shall impose an affirmative obligation on personnel to execute documents and provide proper assistance in order to vest, or establish, E.G.’s rights as set forth herein.
10.4 To the extent permitted by applicable law, Supplier may obtain specific and time-limited waivers of moral rights in the Products and/or Services, including for the avoidance of doubt the Deliverables or the Services, to which any individual is now or may be at any future time entitled under the applicable intellectual property laws. Supplier will, promptly at E.G.'s request, do (or procure to be done) all further acts and things and the execution of all other documents as E.G. may from time to time require for the purpose of securing for E.G. the full benefit of the Agreement, including all right, title and interest in and to the Intellectual Property Rights assigned to E.G. in accordance with clause 10.2.
10.5 All E.G. Materials are the exclusive property of E.G. and any Intellectual Property created in the performance of the Agreement will be the sole property of E.G. Supplier will do all things requested by E.G. to transfer the ownership of that Intellectual Property to E.G. and to perfect ownership of that Intellectual Property.
10.6 All ideas, processes and technologies contained in inventions and developments created by Supplier completely independent of the Agreement (“Supplier Know-How”) will remain the exclusive property of Supplier. To the extent that Supplier discloses or uses Supplier Know-How in providing the Products and/or Services to E.G. under the Agreement, Supplier grants E.G. a perpetual, paid-up, worldwide, non-exclusive licence to use Supplier Know-How in E.G.’s services, products and processes.
11. LIABILITY AND INDEMNIFICATION
11.1 Supplier will keep E.G. indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and costs awarded against or incurred or paid by E.G. as a result of or in connection with:
- any claim made against E.G. by a third party for damage to property arising out of, or in connection with, defects in the Products and/or Services, to the extent that the defect in the Products and/or Services is attributable to acts or omissions of Supplier, its employees, agents or subcontractors;
- any claim made against E.G. by a third party arising out of, or in connection with, the supply of the Products and/ or Services, to the extent that the claim arises out of the breach, negligence or failure or delay in performance of the Agreement by Supplier, its employees, agents or subcontractors; and
- any claim made against E.G. for actual or alleged infringement of a third party's Intellectual Property arising out of, or in connection with, the manufacture, supply or use of the Products or receipt, use or supply of the Services.
11.2 Each party will notify the other of any claim, recall or lawsuit relating to the Products and/or Services (collectively “Claims”). In the event of any Claims, E.G. will accept no liability on behalf of Supplier and Supplier will, at its own discretion, be responsible for the defence of Claims. If Supplier fails to defend Claims, E.G. reserves the right (subject to having first given Supplier thirty (30) days written notice to assume the defence and Supplier not having acted thereon by defending the Claim) to assume the defence, and Supplier will remain obliged to indemnify E.G. provided that E.G. must act reasonably and mitigate its loss. Supplier is not authorised to settle any Claims without the prior written consent of E.G. except where Supplier is indemnifying E.G. in respect of the Claim. In any event, E.G. will not unreasonably withhold its consent.
11.3 Supplier will be solely responsible for, and its indemnification obligation will extend to, all acts and omissions of any of its affiliates, successors, and permitted assigns, and its or their respective directors, employees, agents, or contractors in the performance of its obligations under the Agreement.
11.4 In no circumstances will E.G. be liable for loss of profits, business interruption, incidental or consequential damages. E.G.’s liability for any claim arising out of or in relation to the Agreement will be capped at the price of the Products and/or Services giving rise to the claim. Any action by Supplier arising out of or in relation to the Agreement must be commenced by Supplier within one (1) year after Supplier discovered the related cause of liability. Nothing in these Conditions will limit or exclude any liability for wilful misconduct, nor limit liability for a party's gross negligence or that of its employees, agents or subcontractors or for the non-performance of essential obligations under the Agreement.
11.5 For the duration of the Agreement, Supplier will maintain in force, with a reputable insurance company professional indemnity insurance, product liability insurance and other relevant insurance to cover the liabilities that may arise under or in connection with the Agreement and will, on E.G.'s request, produce the insurance certificate giving details of cover.
12. CONFIDENTIALITY AND DISCLOSURES
12.1 Supplier will keep in strict confidence all technical or commercial know-how, specifications, inventions or processes which are of a confidential nature (“Confidential Information”) and have been disclosed to Supplier by or on behalf of E.G., and any other confidential information concerning E.G.'s business or its products or its services. Supplier will restrict disclosure of Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging Supplier’s obligations under the Agreement and will ensure that such persons are subject to equivalent obligations of confidentiality.
12.2 Supplier will not disclose the existence of the Agreement to another party and will not release any advertising material naming E.G. nor quote the opinion of any of E.G.’s employees, use the name or trademark of E.G. or make any public announcement or disclosure relating to the Agreement or the Products or Services without the prior written consent of E.G.
12.3 Supplier acknowledges that, if it would process or otherwise have access to personal data (as defined by the DPA) in respect of which E.G. is the data controller, it will be E.G.’s data processor in respect of that personal data and warrants and undertakes that it will:
- only process personal data on behalf of E.G. in accordance with instructions received from E.G. from time to time;
- take all appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data, and against accidental loss or destruction of, or damage to, the personal data;
- inform E.G. at any time on written request what measures it is taking to comply with sub-clause 12.3(b) and will take any additional measures necessary to comply with the requirements of that sub-clause; and
- not, by any act, default or omission, put E.G. in breach of the DPA.
13.1 Without limiting its other rights or remedies, E.G. may demand adequate written assurance of performance or, at its discretion, terminate the Agreement with immediate effect and without court intervention by giving written notice to Supplier if:
- Supplier commits a material or persistent breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing of the breach; or
- Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of Supplier with one or more other companies or the solvent reconstruction of Supplier;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Supplier;
- Supplier is the subject of a bankruptcy petition order;
- a creditor or encumbrancer of Supplier attaches or takes possession of, or another such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- an application is made to court, or an order is made, for the appointment of an administrator over Supplier or the assets of Supplier, or if a notice of intention to appoint an administrator is given;
- any event occurs, or proceeding is taken, with respect to Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events; or
- Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.
13.2 In any of the circumstances in these Conditions in which E.G. may terminate the Agreement, where both Products and Services are supplied, E.G. may instead terminate part of the Agreement in respect of the Products, or in respect of the Services, and the Agreement will continue in respect of the remaining.
13.3 On termination of the Agreement or any part of it for any reason:
- Supplier will immediately return or destroy all the Deliverables and E.G. Materials;
- the accrued rights and remedies of the parties as at termination will not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and
- clauses which expressly or by implication have effect after termination will continue in full force and effect.
14.1 Neither party will be liable to the other as a result of any delay or failure to perform its obligations under the Agreement if and to the extent such delay or failure is caused by an unforeseeable event or circumstance which is beyond the reasonable control of that party (a “Force Majeure Event”). If Supplier is unable to supply Products and/or Services as a result of the Force Majeure Event, E.G. may procure the supply of Products and/or Services from other suppliers but reserves the right to either (i) revert to Supplier once the Force Majeure Event has ceased or (ii) if the Force Majeure Event prevents Supplier from supplying the Products and/or Services for more than four weeks, E.G. may (without limiting its other rights or remedies) terminate the Agreement with immediate effect by giving written notice to Supplier.
14.2 Supplier will not assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of E.G. If E.G. should authorise the subcontracting of part of the provision of Services under this Agreement, Supplier hereby agrees to communicate to E.G. prior to the beginning of work by the subcontractor, a copy of the subcontract mentioning the identity and the payment terms of the relevant subcontractor.
14.3 Any notice or other document to be served under the Agreement may be delivered or sent by registered letter to the party to be served to its respective registered office or to any other address which may have been communicated for this purpose by a party to the other party. Any such notice or document may also be delivered or sent by email to the email address normally used by the other party in its exchanges with the notifying party for other purposes, or to any other email address which might have been communicated for this purpose by a party to another party, but only when and to the extent such notification will have expressly or implicitly acknowledged by the receiving party.
14.4 A waiver of any right under the Agreement is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.
14.5 If a court or any other competent authority finds that any provision (or part of any provision) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
14.6 Nothing in the Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.
14.7 Any variation, including any additional terms and conditions, to the Agreement will only be binding when agreed in writing and signed by an authorised representative of E.G.
14.8 Supplier will, at all times, remain under a duty to ensure that the Products do not present a health and safety risk when properly used and agrees to indemnify and hold harmless E.G. in respect of all claims arising in connection with the breach of this duty. Supplier will facilitate safe handling and use of the Products by ensuring that all packaging containing Products is clearly labelled to identify its contents and any hazards they present, including marking and accompanying such Products with sufficient literature and information to enable their safe handling, use and disposal.
14.9 The Agreement constitutes the whole agreement between the parties and supersedes all previous discussions, correspondence and negotiations between them relating to its subject matter.
15. GOVERNING LAW AND JURISDICTION
15.1 The Agreement and the transactions contemplated in the Agreement will be governed by and construed and enforced in accordance with the laws of Belgium, regardless of conflict of laws principles. The parties agree to exclude the applicability of the Convention on Agreements for the International Sale of Goods of 11 April 1980.
15.2 All disputes arising out of or in connection with the Agreement shall be exclusively heard by the Dutch-speaking courts of Brussels (Belgium).