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Date of version: 09 November 2023

1. Application of these General Terms

1.1 These General Terms shall apply to all Contracts between IDQ and Supplier for the purchase of Goods and/or Services.

1.2 These General Terms supersede any purchase terms previously issued by IDQ.

2. Définitions and Interpretation

2.1 The words or expressions listed below shall have the following meanings when used in these General Terms:

Affiliate means any entity which is controlled by IDQ or Supplier, and control means the ability, directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise.

Contract means an agreement between IDQ and Supplier for the purchase of the Goods and/or Services by IDQ created by Supplier’s acceptance of an Order or a written agreement concluded by the parties for purchase of the Goods and/or Services.

Day means a calendar day unless otherwise specified.

Deliverables means all tangible and intangible property, including Goods, written materials, drawings, designs, research papers, blueprints, photographs, sketches, results, processes, plans, recommendations and all other materials and ideas, prepared, developed or delivered by Supplier in supplying the Goods and/or providing the Services.

Dispute has the meaning given in clause 19.2.

Entry Test has the meaning given in clause ‎8.1.2.

Export Regulations has the meaning given in clause 12.2.

Force Majeure Event has the meaning given in clause ‎21.7.

General Terms means these general terms and conditions.

Goods means the goods (or any part of them) set out in a Contract.

IDQ means ID Quantique SA, a company registered at rue Eugène Marziano 25, 1227 Acacias, Switzerland, or its Affiliates.

IDQ-furnished Material means any items identified as such in a Contract that shall be provided by IDQ to the Supplier for the provision of the Services pursuant to the Contract.

IDQ Data has the meaning given in clause‎ 16.1.

Intellectual Property Rights means all rights in any country or jurisdiction in patents, inventions, trade secrets and other rights in know-how, copyrights (including by extensions or renewals), rights affording equivalent protection to copyright, data, rights in databases, registered designs, design rights, industrial designs and utility models, trademarks, trade names, business names, trade dress, logos, domain names and all registrations or applications to register any of the foregoing items.

Nonconformity has the meaning given in clause ‎6.1.

Order means a written order made by IDQ or by IDQ’s written acceptance of Supplier’s quotation.

Party means either IDQ or Supplier and parties means both IDQ and Supplier.

Personal Data has the meaning given in clause ‎16.6.

Product Warranty has the meaning given in clause ‎14.1.

Return Material Authorization means a return procedure for IDQ-furnished Material which is deemed nonconforming by Supplier consisting of the following: (i) Supplier shall obtain a RMA number from IDQ prior to returning any IDQ-furnished Material and return the IDQ-furnished Material to IDQ’s premises in Geneva, Switzerland pursuant to DAP, INCOTERMS 2020; (ii) any IDQ-furnished Material which has been returned to IDQ but which is found to meet the applicable specification for the IDQ-furnished Material and not defective in workmanship and material, shall be subject to IDQ’s standard examination charge in effect at the time which shall be charged to Supplier. Any such IDQ-furnished Material will be returned to Supplier at Supplier’s cost; and (iii) any IDQ-furnished Material which has been returned to IDQ and which in the reasonable opinion of IDQ is determined to be defective in workmanship, material or not in compliance with its specification, at IDQ’s sole option, will be repaired or replaced and provided to Supplier at IDQ’s cost.

Services means the services to be provided by Supplier pursuant to a Contract.

Supplier means the party supplying the Good and/or providing the Services as detailed in a Contract.

2.2 These General Terms shall be interpreted as follows:

2.2.1 the singular includes the plural and vice versa;

2.2.2 the words “include”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

2.2.3 headings are included for the convenience only and shall not affect the interpretation of these General Terms.

3. Orders and Contract creation

3.1 Each Order is an offer by IDQ to purchase Goods and/or Services in accordance with these General Terms. Any additional or different terms proposed by Supplier, including any contained in Supplier’s quotations or acknowledgements of Orders, shall not form part of or replace or amend these General Terms and will not be binding upon IDQ unless accepted by IDQ in writing.

3.2 Supplier may accept an Order by acknowledging its receipt in writing or in the absence of acknowledgement by any act consistent with fulfilling the Order such as delivering the Goods to the specified delivery address or by performing the Services. Supplier shall accept an Order made by IDQ within fourteen (14) days of the date appearing on the face of the Order unless otherwise specified by IDQ in any such Order. Expiration of such time period without acceptance of the Order by Supplier shall give IDQ the right to cancel the Order without any liability.

3.3 If the parties conclude a separate written agreement for purchase of Goods and/or Services, these General Terms shall apply provided that such agreement expressly refers to and incorporates these General Terms.

4. Supply of Goods and/or Services

4.1 Pursuant to a Contract, unless otherwise agreed by IDQ in writing, Supplier shall supply the Goods and/or Services, including Deliverables:

4.1.1 on the due dates and in the quantity specified in the Contract;

4.1.2 compliant with their description and applicable specifications;

4.1.3 of satisfactory quality and fit for any purpose held out by Supplier or made known to Supplier by IDQ, expressly or by implication;

4.1.4 free from defects in design, materials and workmanship;

4.1.5 compliant with all applicable statutory and regulatory requirements, including those relating to the manufacture, labelling, packaging, delivery and use of the Goods;

4.1.6 properly marked if hazardous and packed in such manner as to ensure that they reach their destination safely and in good condition; and

4.1.7 with all skill and care and in accordance with industry best practice.

4.2 For controlled Goods and Services, Supplier shall indicate to IDQ the relevant national export control numbers and should the Goods or Services be subject to U.S. export regulations, the relevant U.S. Export Control Classification Numbers (ECCN) or classification numbers of the International Traffic in Arms Regulations (ITAR). Supplier shall also deliver proof of preferential origin, conformity declarations and marks of the country of consignment or destination, and certificates of origin.

4.3 In providing the Services, Supplier shall: (i) co-operate with IDQ in all matters relating to the Services, and comply with all instructions of IDQ; (ii) perform the Services using 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; (iii) provide all equipment, tools and vehicles and such other items as are required to provide the Services; and (iv) observe all health and safety rules and regulations. If IDQ becomes dissatisfied with the performance of any of Supplier’s personnel providing Services, IDQ shall notify Supplier of the details of the unsatisfactory performance, and the parties shall cooperate to remedy the problem as soon as reasonably possible. If IDQ requests, Supplier shall reassign any personnel who are the subject of IDQ’s dissatisfaction and instead provide Services through replacement personnel.

4.4 Supplier shall be solely responsible for the compensation of its personnel, including the payment of salary and other compensation, workers’ compensation, unemployment insurance, taxes, pensions, and social security taxes in accordance with applicable laws. Supplier shall also be solely responsible for taking out all appropriate insurance, including insurance against sickness, accident, loss of earnings and death of Supplier’s employees or those with whom Supplier contracts which Supplier considers desirable in accordance with Supplier’s obligations.

4.5 Unless a Contract provides otherwise, Supplier shall provide all Services at Supplier’s site. Except for IDQ-furnished Material, IDQ shall not furnish any equipment, material, or items to Supplier. To the extent that Services are provided at a IDQ facility, (i) Supplier shall ensure that Supplier personnel comply with IDQ’s safety, security and other policies and practices applicable to those working in the facility; and (ii) IDQ shall not be responsible for the safekeeping of property stored by Supplier or Supplier personnel at IDQ’s facility. When Supplier’s work involves access to IDQ systems, Supplier shall ensure that Supplier personnel comply with IDQ’s policies and practices concerning access to and security of such systems.

4.6 Supplier shall not substitute or modify any of the material, parts, components, and any other items relating to the supply of the Goods and/or performance of Services specified in a Contract, including any applicable specification without IDQ’s written approval.

5. Delivery

5.1 Unless otherwise specified in a Contract, Supplier shall deliver the Deliverables to IDQ premises in Geneva, Switzerland, pursuant to DAP, INCOTERMS 2020. Subject to clause ‎7, title and risk in the Deliverables shall pass to IDQ on delivery.

5.2 Upon delivery, Supplier shall provide to IDQ a delivery note, required export, and import documents and any other documentation relating to the Deliverables pursuant to a Contract.

5.3 Any Deliverables delivered in excess of the quantity indicated in a Contract may be refused by IDQ within 7 days of such delivery without any obligation or liability whatsoever by IDQ to Supplier, or to any person in respect thereof, other than to allow Supplier to collect the Deliverables at a place and time indicated by IDQ and provided that IDQ does not have a need to keep the Deliverables. In this case, Supplier must collect Deliverables within the time specified by IDQ. If Supplier does not collect the Deliverables within indicated time, IDQ has the right to return them to Supplier at Supplier’s costs.

6. Acceptance/ Delay

6.1 IDQ reserves the right to perform acceptance testing on Deliverables including checking whether there is a problem in the operation of any Deliverable or a failure of the Deliverable to conform to the agreed specifications (Nonconformity). If IDQ discovers any Nonconformities and notifies Supplier thereof, Supplier shall as soon as possible, and in any case within seven (7) days of having received such notice, correct such Nonconformities, including replacement of Deliverables, or, if an extension of such period is necessary, provide IDQ with a written proposal detailing a timetable of corrective measures. Any such extension shall be agreed by IDQ, and IDQ shall have the right to terminate the Contract if parties fail to agree on the extension period. Supplier shall correct any Nonconformity at its own expense and shall notify IDQ when such corrections are complete, and IDQ reserves the right to perform acceptance testing on such corrected Deliverables. Any Goods and/or Services shall be deemed accepted by IDQ upon a written notice of acceptance by IDQ. In the event that IDQ fails to provide a notice of acceptance or notify the Customer of any Nonconformities within sixty (60) days after the expiration of the corresponding acceptance testing period or upon delivery, if the Order does not specify such acceptance testing period, the relevant Goods and/or Services shall be deemed accepted by IDQ.

6.2 Notwithstanding clause ‎6.1 and without prejudice to any other legal rights of IDQ, except in case of a Force Majeure Event or a delay in delivery of IDQ-furnished Material by IDQ, if Supplier has not provided the Services or has not delivered the Deliverables in time and in accordance with the conditions specified in a Contract, Supplier shall pay to IDQ a default penalty for delay in the amount of 2% of the price of the applicable Goods/Services for each 7 days of delay up to a maximum of 10%. If such delay lasts longer than 14 days, IDQ reserves the right to: (i) cancel the Contract in whole or part; (ii) refuse the delivery of the Goods and/or the supply of the Services; (iii) recover from Supplier any expenditure reasonably incurred by IDQ in obtaining substitute Goods or Services from another supplier; and (iv) claim damages against Supplier from any additional costs, loss or expenses incurred by IDQ which are in any way attributable to Supplier’s failure to deliver/supply the Goods or Services on the due date.

7. Intellectual Property Rights

7.1 In consideration for the fees payable for the Goods and/or Services, Supplier agrees that IDQ has purchased all right, title, and interest in all Deliverables. Supplier hereby irrevocably assigns to IDQ all worldwide right, title and interest in and to all Intellectual Property Rights created or arising from the Deliverables, free and clear of any liens, claims or other encumbrances, for the full duration of such rights, wherever in the world enforceable, to the fullest extent permitted by law.

7.2 Deliverables may be used, altered, duplicated and/or reproduced in all forms and for all media, including all electronic media, worldwide, by IDQ and its designees. Supplier shall not receive any additional compensation from IDQ for IDQ’s and its designee’s use of Deliverables.

7.3 Supplier shall require that all its relevant personnel (or any other parties it shall engage in the Services) assign to IDQ all Intellectual Property Rights and to waive all moral rights relating to the Deliverables they produce to the fullest extent permitted by law. When requested by IDQ, Supplier shall and shall procure that each of its relevant personnel shall: (i) execute a certificate of acknowledgement of the foregoing assignment and such other instruments or documents as IDQ shall reasonably request in order to register, establish, maintain, perfect or defend its exclusive rights in or to such Deliverables and related Intellectual Property Rights; and (ii) provide IDQ all data and assistance reasonably required to perfect its rights pursuant to this Clause ‎7, including, without limitation, giving evidence in proceedings and suits to obtain, maintain and assert any Intellectual Property Rights created by or arising from the Services and to assert its rights in any subject matter not subject to the foregoing Intellectual Property Rights.

7.4 If a transfer of certain Intellectual Property Rights with regard to Clause ‎7.1 is not permissible by applicable law, Supplier hereby grants IDQ all exclusive rights of use and exploitation in such Intellectual Property Rights unlimited as to time, territory, and exploitation method. Supplier shall not receive any additional compensation from IDQ for IDQ’s (or IDQ’s licensees’) use of these Intellectual Property Rights in any manner.

7.5 Supplier shall promptly communicate to IDQ full information regarding any Deliverables, including but not limited to all discoveries, inventions and work of authorship which are developed or created as a result of the Services, and all data and know-how related thereto. Supplier shall cause individuals conducting Services under to keep complete and systematic written records in separate notebooks of all work and data developed hereunder. All such records shall be made available for review by IDQ, and copies of all or part of such records shall be furnished to IDQ upon request for its use.

8. IDQ-furnished Material

8.1 If applicable, IDQ shall provide Supplier with IDQ-furnished Material as detailed in a Contract. Supplier shall use IDQ-furnished Material solely in the performance of the Contract. Supplier agrees that:

8.1.1 all rights and title to IDQ-furnished Material shall remain exclusively in IDQ;

8.1.2 upon delivery of IDQ-furnished Material, Supplier shall conduct acceptance test and measurements to verify the suitability and condition of the IDQ-furnished Material (Entry Test). Upon each Entry Test, Supplier shall issue a certificate of conformity in relation to IDQ-furnished Material, or otherwise initiate and comply with the Return Material Authorization procedure;

8.1.3 the risk in each IDQ-furnished Material shall pass to Supplier upon delivery;

8.1.4 Supplier shall ensure safety of IDQ-furnished Material and its visibility, including by marking IDQ-furnished Material as third-party property;

8.1.5 Supplier shall ensure that neither Supplier nor any of its Affiliates, personnel, or subcontractors causes any mortgage, pledge, lien, security interest or other encumbrance of any kind or character in relation to IDQ-furnished Material; and

8.1.6 upon termination or expiration of the Contract, or at any other time IDQ requests, Supplier shall return IDQ-furnished Material to IDQ premises in Geneva, Switzerland, unless otherwise specified in writing by IDQ, in the same condition as when they were delivered to Supplier.

IDQ warrants that IDQ-furnished Material delivered under a Contract shall be in good working condition and adequate for the intended purposes for a period of twelve (12) months from the initial delivery to Supplier, unless otherwise agreed by the Parties in the Contract. The Return Material Authorization procedure shall apply to IDQ’s repair or replacement of in-warranty IDQ-furnished Material.

9. Prices

9.1 Prices for the Goods and Services shall be the price set out in each Contract in accordance with any agreed price list agreed by the parties, or if no price is quoted in a Contract, the price set out in the agreed price list or otherwise agreed between the parties. Unless otherwise agreed in writing by IDQ, IDQ shall not reimburse Supplier any expenses.

9.2 In addition to the price, IDQ shall pay Supplier VAT, if applicable, at the prevailing rate.

9.3 Prices shall be inclusive of all costs incurred by Supplier in connection with the delivery of the Goods and provision of the Services including, but not limited to, taxes (other than VAT), fees and duties, and freight and insurance when the applicable delivery term requires Supplier to bear these costs.

9.4 If Services are provided on a time and materials basis, Supplier shall keep accurate records of the cost of all materials and the time spent by its employees in providing the Services, shall give IDQ or its agents access to such records and allow IDQ to take copies thereof. IDQ shall approve such records in writing before Supplier invoices any such Services.

9.5 Except as expressly agreed by the parties, each party shall be responsible for, and pay all costs associated with, the performance of its obligations under a Contract.

10. Invoices

Invoices shall be sent by Supplier to the following email address: accountspayable.ch@idquantique.com, following the delivery of Goods and/or Services. Invoices submitted by Supplier shall contain at least the following information: Contract reference, IDQ’s name and address, Supplier’s name, address and reference person with contact information, invoice date and number, and detailed bank account information. IDQ reserves the right to request additional information or clarifications in relation to any Supplier’s invoice.

11. Payment terms

Subject to Supplier complying with IDQ’s invoicing process requirements notified from time to time, IDQ shall pay for the Goods and Services within 60 days of the date of the receipt of the correct invoice in the currency of the Contract to Suppliers account, as detailed in the invoice, unless other payment terms are indicated in a Contract. IDQ shall be entitled to take an early payment reduction of 3% of the gross amount of the corresponding invoice if IDQ pays Supplier within 30 days of the receipt of the correct invoice. IDQ has the right to deduct from the payable amount (or any part thereof) any damages (including but not limited to penalties, fines, and default interest) incurred by IDQ due to Supplier’s failure to properly fulfil its obligations hereunder.

12. Compliance with laws and policies

12.1 In performing its obligations under each Contract, Supplier shall comply with all applicable laws, statutes, regulations, and industry codes from time to time in force of the country or countries of manufacture and intended use, including data protection, anti-bribery and anti-corruption laws, health, and safety, environmental, child labour and anti-slavery laws.

12.2 Supplier commits (and shall ensure that all Supplier personnel and subcontractors, if any, commit) to comply with U.S., E.U., UK and Swiss applicable export control, sanctions and embargoes laws and regulations (Export Regulations) and acknowledge that diversion contrary to such Export Regulations is prohibited.

13. Insurance

Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance, as applicable, to cover the liabilities that may arise under or in connection with its supply of Goods and Services to IDQ, and shall, on IDQ’s request, produce evidence of such cover.

14. Warranties

14.1 Supplier warrants that the Goods and/or Services, including Deliverables (Product Warranty), are:

14.1.1 compliant with their description, applicable specifications, and applicable Contract;

14.1.2 of satisfactory quality and fit for any purpose held out by Supplier or made known to Supplier by IDQ, expressly or by implication;

14.1.3 free from defects in design, materials and workmanship;

14.1.4 new and unused at the date of delivery;

14.1.5 compliant with all applicable statutory and regulatory requirements, including the Export Regulations.

14.2 Unless as otherwise set forth in a Contract, the Product Warranty period shall be twenty-four (24) months following acceptance of the Goods and/or Services by IDQ. In case of non-compliance with the Product Warranty, IDQ shall be entitled to enforce the remedies provided in clause ‎15.

15. Remedies

Without prejudice to any other legal rights of IDQ, if any of the Goods or Services fail to comply with these General Terms or their agreed specifications, IDQ may at its sole option by serving written notice to Supplier: (i) require Supplier at its own cost to repair any defects to bring the Goods or Services into compliance or to reimburse IDQ’s own expenses for such repair, if repair is objectively possible; (ii) require Supplier to reduce the price of the Goods and Services; (iii) require Supplier to replace the Goods or Services with the same type of Goods and Services of satisfactory and equivalent quality; (iv) claim damages as may have been sustained in consequence of Supplier’s breaches of the Contract; or (v) terminate the Contract in whole or in part. Further, Supplier acknowledges and agrees that if Supplier fails to repair any defects or replace any Goods and/or Services within the time period reasonably requested by IDQ, IDQ may terminate the Contract in whole or in part without any liability. IDQ’s duty to immediately inspect and notify Supplier in accordance with Article 201 and Article 210 of the Swiss Code of Obligations is hereby waived and replaced by the foregoing.

16. Confidentiality and Data Protection

16.1 Supplier is obliged to observe secrecy regarding any data or information acquired during the fulfilment of the Contract irrespective of whether such data or information relates to IDQ, its Affiliates or their respective customers or suppliers (IDQ Data). This includes in particular, but is not limited to, all technical or commercial know-how, drawings, specifications, inventions, processes, or initiatives which are of a confidential nature.

16.2 Supplier shall process or use IDQ Data only in accordance with IDQ’s instructions and with all applicable laws and regulations; for the avoidance of doubt, processing in accordance with the Contract shall be considered to be an instruction from IDQ.

16.3 Supplier shall not (i) use IDQ Data for any other purposes than for the performance of a Contract, or (ii) reproduce IDQ Data in whole or in part in any form except as may be required to fulfil its obligations under the Contract; (iii) disclose IDQ Data nor grant access to such data to any third party without IDQ’s prior written consent.

16.4 Supplier shall ensure that its personnel, subcontractors, and their personnel, who may come into contact with IDQ Data in the course of fulfilling their tasks, are subject to the same obligation to confidentiality as applicable to Supplier. Supplier shall confirm this in writing upon IDQ’s request.

16.5 Supplier shall not retain any IDQ Data for longer than necessary to perform the Contract. Immediately after termination or expiration of the Contract or at any time on IDQ’s demand, Supplier shall, at the choice of IDQ, immediately deliver to IDQ all copies of such data to IDQ or delete/destroy securely IDQ Data. Supplier shall certify to IDQ that it has not retained any copies of IDQ Data with a written confirmation of destruction.

16.6 With regard to any IDQ Data relating to an identified or identifiable individual or legal entity or any other entity which is subject to applicable data protection or privacy laws and regulations or being qualified as personal data within the meaning of applicable laws (Personal Data), Supplier will comply with all applicable data protection and privacy laws and regulations. Supplier shall not process Personal Data in or transfer Personal Data to a country with a level of data protection that is not at least equivalent with the level of data protection that applies within the country of origin of the Personal Data without IDQ’s prior written consent, and where applicable, agrees to enter into or execute such agreements or other instruments as may be requested by IDQ.

17. Amendment

These General Terms shall not be modified or amended except by a written agreement signed by both parties.

18. Indemnification

Supplier shall indemnify IDQ against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by IDQ arising out of or in connection with: (i) any claim made against IDQ for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services; (ii) any claim made against IDQ by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods or the Services; (iii) a direct or indirect breach or negligent performance or failure or delay in the performance of the Contract; (iv) Supplier’s failure to comply with applicable laws and regulations; (v) misuse, incorrect maintenance, destruction, or loss of IDQ-furnished Material; (vi) breach of Supplier’s obligations under clause ‎16 (Confidentiality and Data Protection); (vii) any breach of the Product Warranty; and (viii) the presence of Supplier’s personnel (or its subcontractors’ personnel) at a IDQ facility including without limitation claims resulting from damage to property, loss of data or personal injury to, or the death of, Supplier’s personnel (or its subcontractors’ personnel) and claims resulting from injuries, death, property damage and/or loss of data caused by Supplier, Supplier’s personnel, its subcontractors or their personnel (except in each case claims resulting solely from the negligence or wilful misconduct of IDQ).

19. Governing law/Dispute resolution

19.1 These General Terms and all other terms and conditions of a Contract and the interpretation thereof shall be governed by the laws of Switzerland, to the exclusion of its provisions on conflict of laws. The provisions of the UN Convention on Contracts for the International Sale of Goods of January 1,1988 shall not apply to these General Terms and any Contract.

19.2 The parties shall first attempt to settle any dispute, controversy or claim arising out of, or in relation to, a Contract, including the validity, invalidity, breach, or termination thereof (Dispute) within 60 days of the Dispute being notified by one of the parties to the other. In the event the parties are unable to resolve the Dispute within such time frame, any Dispute shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted. The parties agree that: (i) the seat of the arbitration shall be Geneva, Switzerland; (ii) the arbitral proceedings shall be conducted in English; and (iii) the number of arbitrators shall be one.

19.3 Nothing in this Clause ‎19 shall limit either Party’s right to seek injunctive relief in any jurisdiction or to take any other lawful steps in order to preserve the status quo or obtain other appropriate relief pending a determination by arbitral tribunal, in each case in a manner consistent with the Swiss Rules.

20. Termination

20.1 IDQ may terminate any Contract with immediate effect upon written notice to Supplier in the event that: (i) Supplier materially breaches any representation or warranty under the Contract or if any representation or warranty under the Contract is determined to be false or misleading in any material respect; (ii) there is a change of control of Supplier; or (iii) Supplier is unable to perform the Contract to the satisfaction of IDQ pursuant to clauses ‎6.2 or ‎15. For the avoidance of doubt, time is of the essence in connection with any of Supplier’s obligations under any Contract.

20.2 Each party may terminate the relevant Contract if (i) the other party becomes insolvent, is the subject of a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency or similar laws or makes an assignment for the benefit of creditors, (ii) as a result of a Force Majeure Event pursuant to clause ‎21.7; or (iii) the other party commits a continuing or material breach of any provision of the Contract, which has not been cured to the satisfaction of the non-breaching party within 30 days after written notice thereof from the non-breaching party .

20.3 IDQ may terminate any Contract at any time without cause upon thirty (30) calendar days’ prior written notice to Supplier.

20.4 Upon termination or expiration of any Contract, in whole or in part, Supplier shall:

20.4.1 immediately stop providing the applicable Services in progress as of the date of such termination, return IDQ-furnished Material, and provide IDQ with all Deliverables in progress and/or completed through the date of termination; and

20.4.2 provided that termination was not as the result of a breach by Supplier, send IDQ itemised invoices reflecting the proportional part of the Goods and/or Services satisfactorily supplied to IDQ through the date of termination (and which have not already been paid for by IDQ).

20.5 Upon termination or expiration of any Contract, neither Supplier, nor any other person, shall be entitled to any compensation, damages, indemnity, commissions, goodwill payment or any other amount for any cause arising directly or indirectly from such termination or expiration and Supplier shall on demand indemnify and keep IDQ indemnified in respect thereof, provided that IDQ shall pay amounts due to Supplier, if any, in accordance with clause ‎20.4.2.

21. General

21.1 Any notice under a Contract shall be in writing (including email) in the English language and may be given by personal delivery, by prepaid registered post, or by email, addressed to the intended recipient at the address specified above in respect of the relevant party (or at such other address as such party may last have specified to the other party pursuant to this clause) and if so given shall, in the case of a notice given by personal delivery, be deemed to be given on the date of such delivery, and if sent by post, be deemed to be given on the third calendar day following the date of posting and, if by email, at the time shown on the email delivery receipt.

21.2 Supplier is and shall remain an independent contractor. Neither Supplier nor any of its personnel is authorized, nor shall it purport to be authorized, to create obligations binding on IDQ in any manner whatsoever.

21.3 No delay, omission, or failure by either party to exercise any of its rights or remedies hereunder shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy.

21.4 Each Contract sets forth the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, arrangements, and understandings, oral or written, between the parties on such subject matter.

21.5 The invalidity or unenforceability of any terms hereof will not adversely affect the validity or enforceability of the remaining terms.

21.6 Each Contract shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Supplier shall not assign its rights or obligations under a Contract without IDQ’s prior written consent which it may withhold in its absolute discretion. When assignment is approved, Supplier shall make the assignment subject to these General Terms and any other terms of the applicable Contract. IDQ may in its sole discretion assign all or any part of its rights hereunder to any of its Affiliates without the prior written consent of Supplier.

21.7 Neither party shall be liable to the other party on account of any default or delay in performance of its obligations under a Contract caused by any event beyond the reasonable control of such party such as fire, war, third party strikes, riots, pandemic, embargoes, compliance with any law, regulation, or other governmental order (Force Majeure Event) provided that:

21.7.1 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;

21.7.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

21.7.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under the Contract in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

If the Force Majeure Event prevails for a continuous period of more than sixty (60) calendar days, the party not affected by the Force Majeure Event may terminate the Contract by giving fourteen (14) calendar days written notice to the other party. On the expiry of this notice period, the Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring prior to such termination.

21.8 The provisions of clauses ‎7 (Intellectual Property Rights), ‎8 (IDQ-furnished Material), ‎12 (Compliance with laws and policies), ‎14 (Warranties), ‎15 (Remedies), ‎16 (Confidentiality and Data Protection), ‎18 (Indemnification), ‎20.4 (Consequences of termination), ‎20.5 (Consequences of termination), ‎21 (General), and all warranties, indemnities and confidentiality obligations provided herein shall survive the cancellation, expiry, or termination of any Contract.

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