Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten.
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Index: 100 Seite: 1/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. Global Terms and Conditions of Purchase (issue: May, 2006) I. Governing Conditions and Acceptance (a) These Global Terms and Conditions of Purchase INC LUDING THE APPLICABLE ADDENDUM ( GTCP ) apply to and are incorporated in all purchase ord ers or other documents for the purchase of Goods or services whet her in written form or via electronic data exchange and all amendments thereto (collective ly a “Purchase Order”) issued by a company of the Brose Group ( Buyer ) relating to products, parts, components, systems and work (collectively Goods ) as well as to services to be provided under a Purc hase Order. (b) A Purchase Order issued by Buyer is an offer to Supplier for the purchase of Goods or services. Prior to acceptance by Supplier, a Purcha se Order may be revoked by Buyer at any time without incurring any liability to Supplier. Un less expressly stated therein, a Purchase Order does not constitute an acceptance by Buyer of any offer to sell, any quotation, or any proposal made by Supplier. Any reference in the Pur chase Order to any offer, proposal or quotation made by Supplier shall be deemed only to in corporate the specific subject of reference and only to the extent that the Purchase Order does not conflict with the subject of reference. (c) Supplier will be deemed to have accepted the Pu rchase Order and these GTCP in their entirety and without modification if Supplier accepts the Purchase Order in writing or via electronic data exchange or commences production of o r delivery of any Goods or services which are the subject of the Purchase Order. An acc epted Purchase Order or an otherwise concluded contract for the purchase of Goods is her ein referred to as Purchase Contract . These GTCP alone, and no other general terms and con ditions shall govern a Purchase Contract. The fact that Buyer accepts Goods or othe r services without express objection or effects payments without protest, shall under no ci rcumstances be considered as recognition of any diverging terms and conditions. A ny diverging terms and conditions shall only be binding with a written confirmation of Buyer. BUYER HEREBY EXPRESSLY OBJECTS TO ANY ADDITIONAL OR CONTRARY TERMS OR CONDITI ONS IN SUPPLIER’S QUOTATION, OFFER OR ACCEPTANCE, AND ANY SUCH ADDITIONAL O R CONTRARY TERMS OR CONDITIONS WILL NOT BECOME PART OF THE PURCHA SE CONTRACT. II. Quantities, Dates (a) Quantities and dates of delivery are specified s olely in the Purchase Order or in delivery schedules issued by Buyer. Supplier shall provide a dequate capacity to be prepared to fulfill quantities, including forecasts, under a Purchase O rders or a delivery schedule. Buyer s purchase obligation is limited to four (4) weeks of production of finished Goods and an additional eight (8) weeks of raw material inventory b ased consecutively on quantities under delivery schedules. Quantities exceeding these perio ds are forecasts and do not obligate Buyer to purchase such quantities. Delivery schedul es are governed by the terms and conditions of the Purchase Contract. Supplier will b e bound to comply with a Delivery schedule, unless Supplier notifies Buyer of its rej ection to such delivery schedule due to unreasonable delivery dates or quantities and offer ing the earliest delivery date possible in writing within 24 hours, if delivery shall be perfo rmed in the next (fifteen) 15 days or otherwise within 3 days of receipt.
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Index: 100 Seite: 2/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. (b) Time is of the essence under the Purchase Contra ct. Delivery shall be made on the date indicated in the Purchase Order, delivery schedule or otherwise as agreed between the parties in writing ( Delivery Date ). Buyer is not required to accept any Goods delive red in advance of the Delivery Date and Supplier bears the r isk of loss of all Goods delivered in advance of the Delivery Date. Buyer may return over-sh ipments to Supplier at Supplier’s expense for all packing, handling, sorting and tran sportation charges. Buyer may reasonably postpone delivery schedules or direct temporary sus pension of scheduled shipments, neither of which shall entitle Supplier to a modification of the Purchase Price for Goods. If Supplier for any reason anticipates difficulty in complying with the Delivery Date, Supplier shall promptly so notify Buyer in writing. (c) Buyer reserves the right at any time to make or r equest Supplier to implement changes in drawings, specifications, logistics processes (su ch as packaging and shipment), scope of work and the Goods of a Purchase Contract. Supplier shall outline the consequences of such change in price and time of delivery by submitti ng a cost break down and adequate documentation to Buyer within a reasonable time, nor mally not to exceed ten (10) days after receipt of Buyer’s change request. In the eve nt such change results in any difference in price or time of delivery Buyer and Supplier sha ll agree on a reasonable adjustment to the Purchase Contract. (d) Supplier may not substitute materials, change p roduction location or change the specifications of the Goods without prior written au thorization from Buyer. III. Packaging and Shipment (a) All Goods shall be suitably packed, marked and shipped in accordance with the requirements of common carriers in a manner to secure t he lowest transportation costs. The Brose Manual Procurement Logistics (available at www.brose.net in the category purchasing in the download-center or on request from Buyer) shall apply. Packing slips identifying the Purchase Order number, delivery sche dule number and part number must accompany each shipment. Supplier shall mark Goods, packaging, and packing as instructed by Buyer and otherwise in accordance with applicabl e law and the standards of the automotive industry. Markings shall be in English u nless otherwise agreed in the Purchase Contract, as determined by Buyer or required by law . (b) Supplier shall maintain at its expense and risk a reasonable quantity of safety stock of finished Goods and materials therefore at the lates t design level. (c) Supplier shall furnish promptly all documents and other information required in accordance with customs, tariffs or other applicable governmental regulations properly completed including but not limited to (i) customs dr awback documents (ii) all certificates of origin and (iii) all other information relating to a custom preference of Goods and materials contained therein. IV. Prices and Payment Terms The prices and payment terms are as stated in the Pu rchase Contract. Unless otherwise stated in the Purchase Contract, the payment term sh all be the 25th day of the month following delivery. Invoicing and all shipments shal l be DDU according to applicable Incoterms. Prices in a Purchase Contract [ Purchase Price ] shall be fixed and shall constitute the total price for the manufacture and d elivery of Goods and services under a
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Index: 100 Seite: 3/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. Purchase Contract. Supplier shall not be entitled t o adjust the Purchase Price and no additional charges of any type shall be added withou t Buyer’s express prior written consent. Delay in receiving invoices or Goods and deliveries of defective Goods will be considered good cause for withholding payment. To the extent p ermitted by law payment will be performed through self billing procedure. V. Value and Cost Analysis Supplier is committed to value and cost analysis rega rding all Goods. Supplier agrees that all relevant costs will be included in a detailed cost- break-down and that Supplier will provide all such information to Buyer. Upon agreement with B uyer, Supplier will make available qualified personnel for the purpose of value and co st analysis exercises. VI. Set-off In addition to any right of setoff or recoupment und er law, Buyer shall be entitled to set off or reduce against amounts payable under a Purchase C ontract (i) any claims against Supplier under a Purchase Contract or any other agr eement or (ii) amounts Supplier owes to Buyer for any reason whatsoever. VII. Risk of Loss and Title to Goods Title to the Goods and risk of loss shall pass to B uyer at the time and place of delivery set forth in the Purchase Contract. VIII. Quality and Inspection (a) Supplier shall observe the state of the art for the design and manufacture of the Goods and comply with all quality standards, regulations, legal requirements applicable to the Goods, customer requirements specified by Buyer from time to time, Brose quality management regulations for production material (avai lable at www.brose.net in the category purchasing in the download-center or on req uest from Buyer), and IMDS requirements. Supplier shall comply with all require ments necessary to timely complete Buyer s and its customer s Production Part Approval Process. Supplier shall perform inspections before delivery and shall certify inspe ction results in the manner requested by Buyer. Supplier shall maintain complete records of a ll inspection work as to a particular Good during a ten (10) years period. (b) Supplier is obliged prior to its acceptance of the Purchase Orders to analyze and review Buyer s specifications and drawings of the Goods, and ackn owledges that Buyer s specifications and drawings are sufficient and adequ ate to manufacture the Goods in compliance to a Purchase Contract. Supplier shall pa rticipate on request in any quality and development programs of Buyer or its customer. (c) Buyer may inspect the Goods in process at Suppli er s facilities at all reasonable times and places. Supplier shall cause its Subcontractors to grant Brose an inspection right to the same extent set forth in above sentence. (d) Buyer is not required to perform incoming inspec tions of any Goods and Supplier waives any right to require Buyer to conduct any such insp ection. Payment will not constitute acceptance of non-conforming Goods. Any inspection b y Buyer or its Customer shall not
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Index: 100 Seite: 4/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. constitute acceptance of the Goods or a waiver of s trict performance and does not relieve Supplier of any liability or warranty for the Goods. (e) In the case of development work the approval of the developed product by Buyer will not release Supplier of its design responsibility. IX. Competitiveness Buyer and Supplier agree that it is of the essence of the Purchase Contract to maintain the Competitiveness of Goods. Competitiveness of Goods is assured if the Goods are competitive with comparable products of competitors wi th respect to price, technique and quality as well as delivery performance. In the event that a comparable product is offered t o Buyer for more competitive conditions, Buyer may so inform Supplier in writing and request Su pplier to re-establish the complete Competitiveness of Goods within a reasonable period o f time. Supplier shall immediately develop a list of improvement measures Supplier will ta ke to re-establish the Competitiveness of Goods within the above mentioned p eriod of time and shall provide the list to Buyer together with an adjusted offer for t he Goods. Supplier shall ensure that it achieves Competitiveness of Goods on the basis of it s adjusted offer for the Goods within the above mentioned period of time. The parties agree that the obligation to maintain th e Competitiveness of Goods under this section is a material obligation of the Purchase Co ntract. X. Service and Replacement Parts With respect to Goods intended to be incorporated i n products for a vehicle (production material) during the term of a Purchase Contract an d for fifteen (15) years after the end of serial production, Supplier shall ensure to fulfill Buyer s service and replacement parts requirements. The purchase price for such service pa rts during the term of the Purchase Contract shall be the then current production price set forth in the Purchase Contract. During the fifteen (15) year period after the end of serial production, the price shall be the Purchase Price in effect at the end of serial produ ction, plus additional costs for packaging and handling to be agreed between the parties. When requested by Buyer, Supplier shall make service literature and other materials availabl e at no additional charge to support Buyer s service part sales activities. With respect to Goods not intended to be incorporat ed in products for a vehicle Supplier is obliged to ensure a service or replacement parts av ailability for a period of fifteen (15) years after first delivery of the Good to Buyer at fair ma rket conditions and prices. XI. Warranties (a) Supplier warrants and represents to Buyer that all Goods provided under a Purchase Contract shall be: (i) in compliance with the specifi cations, samples, drawings and other descriptions or requirements relating to the Goods; (ii) free from any defect, including without limitation in design, workmanship and materials ; (iii) merchantable; and (iv) fit for the particular purposes for which they are purchased . (b) If Goods are reasonably determined to fail to co nform with the warranties set forth herein above or set forth in a Purchase Contract ( Defective Goods ), Buyer, in its sole discretion, may (i) request Supplier at Supplier s own risk and expense to rework such
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Index: 100 Seite: 5/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. Goods or to replace such Goods with Goods that confo rm to a Purchase Contract or (ii) if Goods are already in the production process of Buye r or Buyer s customer, at Supplier s cost and expense have the Goods replaced or have re worked by Buyer, Buyer s customer or a third party. In the event the Goods have already been installed in a product and delivered to Buyer s customer, and to the extent that Buyer does not rece ive Defective Goods from its customer for inspection, Supplier agrees to accept the deter mination of Buyer s customer or its agents or contractors (e.g. dealer) as a reasonable determination that the Goods are defective, without Defective Goods having been provid ed to Supplier for inspection. (c) Supplier shall reimburse Buyer for all costs inc urred by Buyer or charged to Buyer by its customer in connection with the delivery of a Defectiv e Good (including without limitation costs for transport, examination, handling, sorting, mantling/dismantling, material, and work). (d) The warranty period shall end (i) with respect to Goods intended to be incorporat ed in products for a vehicle (production material) (1) for vehicles intended for all markets except th e North American markets, thirty-six (36) months following the date the vehicle in which th e Goods are incorporated is first delivered to the end-user of the vehicle; and (2) for vehicles intended for the North American mark ets (USA, Canada, Mexico), forty-eight (48) months following the date the vehicl e in which the Goods are incorporated is first delivered to the end-user of the vehicle; provided, however, in both cases, that if Buyer prov ides a longer or shorter warranty period to its customer, then such warranty period sh all apply to the Goods, but in no event shall the warranty exceed sixty (60) months fro m the production date of the vehicle. (ii) with respect to Goods not intended to be incor porated in products for a vehicle, thirty-six (36) months from delivery of the Goods to Buyer. (e) The rights and remedies of the Buyer provided in this section shall not be exclusive, and are in addition to any other rights and remedies pro vided at law or in equity, under this agreement or any other written agreements between Bu yer and Supplier. XII. Recall and other Field Service Actions If Buyer and/or the manufacturer of the vehicles (or other finished product) in which Goods, or any parts, components or systems comprising the Go ods are installed, on its own initiative or pursuant to a government mandate, make s a recall or other field service action or customer satisfaction campaign (a Recall ), Supplier shall be liable to Buyer for all Damages related to such Recall to the extent the Reca ll arises in any way from a Defective Good or Supplier s breach of any provision of the Purchase Contract. XIII. Indemnity and Insurance (a) Supplier shall indemnify and hold Buyer harmless from any claims (including without limitation claims for personal injury or death or pr operty damage), damages (including without limitation all indirect and consequential da mages) costs, expenses and losses directly or indirectly incurred by Buyer (collectiv ely Damages ) arising out of or resulting
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Index: 100 Seite: 6/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. from a Defective Good or any breach by Supplier of a ny of its obligations under a Purchase Contract. In the event that a liability for Damages requires negligent action by law Supplier s obligation under this clause shall apply except t o the extent Supplier did not act negligently. (b) Supplier shall maintain adequate insurance cover age for its obligations under a Purchase Contract including without limitation general commerci al liability, product liability and recall. Supplier shall furnish an insurance carrier’s certi ficate showing that Supplier has such adequate insurance coverage in place. (c) If Supplier’s work under a Purchase Contract in volves operations by Supplier on the premises of Buyer or one of its Customers, Supplier shall take all necessary precautions to prevent the occurrence of any injury to persons or damage to property during the progress of such work. Supplier shall defend and indemnify Buy er against any Damages resulting from Supplier s work on the premises unless Supplier did not act ne gligently. Supplier shall also adhere to the Brose Instructions for Outside C ompanies (working on site), provided on request. (d) Supplier shall be liable for its representative s or sub-suppliers actions to the same extent as it is liable for its own actions. XIV. Termination for Convenience a) In addition to any other rights of Buyer to termi nate a Purchase Contract, Buyer may terminate all or any part of a Purchase Contract at any time and for any reason by giving written notice with a reasonable notice period (basi cally thirty (30) days) to Supplier. Upon such termination, Buyer shall pay to Supplier the fo llowing amounts: (i) any unpaid Goods fully conforming to a Purchase Contract previously d elivered and accepted by Buyer, (ii) the Purchase Price for all finished Goods which have bee n completed in accordance with a Purchase Contract not previously paid; and (iii) th e actual direct costs of work in process and raw materials incurred by Supplier in furnishing the Goods in accordance with a Purchase Contract to the extent such costs are reas onable; less, however, the reasonable value or cost, whichever is higher, of any Goods or materials subsequently used or sold by Supplier with Buyer’s written consent, and of the cos t of any damaged or destroyed Goods or materials. In the cases set forth in section XIV (a) (ii) and XIV (a) (iii), Supplier shall deliver the finished Goods and raw materials on Buyer s request. Buyer s payment obligation shall arise upon delivery of the finished Goods and raw materials in accordance with a Purchase Contract. (b) In no event will Buyer be required to pay for an y finished Goods, work-in-progress or raw materials which Supplier fabricates or procures in quantities that exceed those that Buyer authorized pursuant to section II (a) of thes e GTCP, nor will Buyer be required to pay for any Goods or materials that are in Supplier s standard stock or that are readily marketable. (c) Payments under this section shall not exceed th e aggregate price for finished Goods that would be produced by Supplier under any Purchase Co ntract outstanding at the date of termination.
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Index: 100 Seite: 8/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. (e) Further details are settled in the tooling agre ement, in the tooling purchase contract or the tooling transfer agreement. XVII. Supplier s Tooling (a) Supplier hereby grants Buyer an irrevocable opt ion to take possession of and title to tooling owned by Supplier and necessary and special for the production of the Goods (Required Tooling ), upon payment to Supplier of the present value th ereof, less any amounts that Buyer has previously paid to Supplier o r that are amortized in the Purchase Price of the Goods. This option shall not apply if Required Tooling is used to produce other products that are standard stock of Supplier. (b) Supplier agrees to provide Buyer with all techni cal information required by Buyer to install, assemble and otherwise use the Required Too ling. Technical information shall include engineering, package and installation drawin gs, specifications, testing protocols and results, documents, data and other information relat ing to Goods and Required Tooling. Technical information may be used and disclosed by B uyer without restriction, subject to any patent or trademark right of Supplier. Any desig n and manufacturing information subject to an intellectual property right of Suppli er may be used by Buyer for its own purposes only. XVIII. Compliance with laws, Safety, Environmental Prot ection, Hazardous substances (a) Supplier shall comply with all applicable feder al, state or local laws, rules, regulations or ordinances and industry standards as to the Goods, works services or otherwise in the performance of a Purchase Contract. Supplier specif ically warrants that the Goods shall be in compliance with applicable product safety, environ mental and labour regulations as well as the latest version of Brose standard BN 588619 (a vailable from Buyer on request). (b) Supplier shall be responsible for compliance wit h relevant hazardous goods regulations . In particular, Supplier shall be responsible for ensuring that when dealing with hazardous goods and substances, only personnel who h ave been specially trained for dealing with such goods and substances are deployed, and that only devices, boxes and facilities that are approved for the transportation of these hazardous goods and substances on public roads are used. Supplier shall provide an overview of all hazardous goods and substances which it handles concerning the processing of Purchase Orders and sh all maintain the corresponding security data sheets. Supplier shall indemnify and hold Buye r harmless from any damage incurred by Buyer due to Supplier s improper or illegal dispositions of hazardous goo ds and substances. (c) Supplier shall provide Buyer with appropriate i nstallation, operation and maintenance manuals, including all specific warnings or instruct ions, in the language of Buyer and in English or the language specified in the Purchase C ontract to maximize the useful life and performance of the Goods. Supplier shall provide Mat erial Safety Data Sheets as appropriate for the Goods. XIX. Non-Assignment Supplier may not assign or subcontract any right or obligation under a Purchase Contract without the prior written consent of Buyer.
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Index: 100 Seite: 9/26 Erst/Änd-Dat.: May 2006 Weitergabe sowie Vervielfältigung dieser vertraulichen Unterlage(n), Verwertung und Mitteilung ihres Inhaltes ist nicht ohne unsere vorherige schriftliche Genehmigung gestattet. Zuwiderhandlungen verpflichten zu Schadensersatz. Alle Rechte für den Fall der Patenterteilung oder Gebrauchsmuster-Eintragung vorbehalten. The copying, use, distribution or disclosure of the confidential and proprietary information contained in this document(s) is strictly prohibited without prior written consent. Any breach shall subject the infringing party to remedies. The owner reserves all rights in the event of the grant of a patent or the registration of a utility model or design. XX. Force Majeure Any delay or failure to perform under a Purchase Co ntract as a result of a Force Majeure Event without the affected party s fault or negligence will be excused for so long a s such event or occurrence continues; provided, however, th at the affected party gives written notice of each such delay (including the anticipate d duration of the delay) to the other party as soon as possible after the event or occurrence; but in no event more than three (3) days thereafter. Force Majeure Events include acts of Go d and natural disasters such as fires, floods, earthquakes, hurricanes or other extreme na tural events, riots, wars, sabotage, acts of terrorism and other such unforeseeable circumstan ces beyond the reasonable control of the affected party. During any such delay or failur e to perform by Supplier and for a reasonable time thereafter, Buyer may (i) purchase substitute Goods from other available sources, in which case the quantities on the affect ed Purchase Order may be reduced by the quantities of such substitute Goods and/or (ii) require Supplier to provide substitute Goods from other available sources in quantities and at times as Buyer requests, and at prices set forth in the Purchase Contract. If Suppl ier fails to provide adequate assurance that any delay will not exceed thirty (30) days, or if any delay lasts more than thirty (30) days, Buyer may terminate the Purchase Contract witho ut any liability to Supplier or obligation to purchase raw materials, work-in-process or finished Goods under section XIV of this GTCP. XXI. Confidentiality Supplier shall keep confidential any technical, pro cess or economic information derived from drawings, specifications, blueprints or other documen ts or data, including any copies thereof, furnished by Buyer in connection with a Pu rchase Order or Contract ( Confidential Information ) and shall not disclose or use, directly or indire ctly, such Confidential Information for the benefit of Supplier or any third party except with Buyer s prior written consent or as required for the efficient performanc e of the Purchase Contract. This nondisclosure obligation does not extend to informat ion which Supplier has obtained from a third party in a manner permissible under law and on a non-confidential basis, and information that is in the public domain. Supplier sh all also require its sub-suppliers to adhere to the confidentiality provisions set forth in this section. XXII. Intellectual Property and License (a) Supplier warrants that Buyer s intended use of the Goods will not infringe any intellectual property rights of any third party. Su pplier shall indemnify and hold Buyer harmless from and against all suits and from all damag es, claims and demands for actual or alleged infringement of any domestic or foreign pate nt, copyright or other intellectual property right by reason of the use or sale of the Goods. (b) To the extent intellectual property rights of S upplier are necessary for the manufacture or use of the Goods Supplier grants Buyer a worldwide , irrevocable, paid up right to use, repair or rebuild, and to have used, repaired or re built, any Goods supplied under a Purchase Contract. (c) To the extent standard user software is purchase d by Buyer the right according to section (b) above shall be freely assignable. The S upplier shall be required to put the necessary software at Buyer s disposal. An additional reimbursement for a paralle l multiple use is expressly excluded. The supplier shall warra nt that the software delivered by him is free of any virus or similar defects.
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