BRIDON INTERNATIONAL

Standard Terms and Conditions of Sale

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement, the following terms will have the following meanings:

“Acknowledgement”means Bridon’s written acceptance (including via email or via the Ordering Portal) of an Order;

“Affiliate”means in relation to a body corporate, any other entity which directly orindirectly Controls, is Controlled by, or is under direct or indirect commonControl with, that body corporate from time to time;

“Agreement”means the contract for the supply of the Deliverables by Bridon to the Buyer, comprising theseStandard Terms and Conditions of Sale, the Special Terms, the Quotation, the Specification, the Acknowledgement and the Order, and any otherdocuments expressly incorporated by reference;

“Applicable Export Control orEconomic SanctionsPrograms”has the meaning set out in clause 19.1.4 of these Standard Terms and Conditions of Sale;

“Applicable Law”means any of the following, to the extent that it applies to a Party:

(a) any statute, directive, order, enactment, regulation, by-law, ordinance or subordinate legislation in force from time to time;

(b) the common law and the law of equity;

(c) any binding court order, judgment or decree;

(d) any applicable industry code, policy or standard enforceable by law; and

(e) any applicable direction, code of practice, policy, rule or order that is given by a regulator that is binding on the Parties, in any jurisdiction applicable to this Agreement (provided that Bridon shall only be obliged to comply with Applicable Laws in such jurisdictions as are expressly identified under the Agreement as being applicable);

“Background IP”in relation to each party, means any Intellectual Property Rights owned by that Party on the date of the Agreement or created or obtained by that party outside theterms of this Agreement and shall include any Intellectual Property Rights contributed by such party to the Specification;

“Bridon”means Bridon International Limited, a company with company number 00416671 and its registered office at : Ground Floor, Icon Building, BalbyCarr Bank, Doncaster, DN4 5JQ, United Kingdom;

“Buyer”means the person, company, firm or organisation who places the Order;

“Buyer Default”has the meaning set out in clause 15.1 of these Standard Terms and Conditions of Sale;

“Buyer Materials”means any and all designs, drawings, specifications, descriptions, materials, information, goods and equipment provided by the Buyer toBridon in respect of the Deliverables;

“Claims”means all or any direct or indirect claims, demands, proceedings or actions (including any brought by a regulator) and including threats of any of the same;

“Commercially ReasonableEfforts”means the taking of such steps and the performance of obligations in amanner that a Party would do if it were acting in a determined, prudent and reasonable manner in order to achieve the desired end result for its own benefit;

“Confidential Information”means, in respect of a Party or its Affiliates, information in any form (whether written, electronic, graphic, oral or otherwise) that falls within any of the following categories:

(a) it has been provided by the Party or its Affiliates and was markedconfidential (or a similar designation) or was stated to be confidential at the time of disclosure;

(b) information identified in this Agreement as Confidential Information of the Party or its Affiliates; or

(c) information which is, by its very nature, would reasonably be considered to be confidential;

“Control”means that a person possesses, directly or indirectly, the power to director cause the direction of the management and policies of the other person(whether through the ownership of voting shares, by contract or otherwise) and“Controls”and“Controlled”shall be interpreted accordingly;

“Deliverables”means the Goods and/ or Services to be supplied by Bridon to the Buyer;

“Delivery Date”means:

(a) the date when Bridon places the Goods at the Buyer’s disposal atthe Delivery Location;

(b) the date the Goods are delivered to the Buyer; or

(c) the date when Bridon has agreed to commence performance of the Services; as specified in the Acknowledgement or otherwise agreed between the Parties;

“Delivery Location"means the city or port of load/ discharge as specified in the Acknowledgement or otherwise agreed between the Parties;

“Effective Date”has the meaning set out in clause2.1;

“Force Majeure Event”means any events beyond the reasonable control of the non-performing party including acts of God, fire, flood, war, acts of terrorism, riot, civil commotion, governmental actions, labour disputes, shortages of necessary raw materials or utilities and breakdown or failure of machinery;

 

“Standard Terms andConditions of Sale”means clauses 1 to 20 (inclusive);

“Good Industry Practice”means that degree of reasonable skill, care, prudence and foresight and practice which would ordinarily be expected of a reasonably skilled and experienced person engaged in the same or similar type of undertaking as that of Bridon, under similar circumstances;

“Goods”means the goods to be provided by Bridon to the Buyer, as described in the Acknowledgement or otherwise agreed between the Parties;

“Handling Instructions"means any and all written instructions, recommendations and adviceissued by Bridon from time to time in relation to the handling, storage and maintenance of the Goods;

“Incoterms”reference to Incoterms herein shall be deemed to be a reference to the most recent version of the Incoterms published by the International Chamber of Commerce (ICC);

“Insolvency Event”means each and any of the following in relation to a party:

(a) any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction in relation to or with a view to:

(i) the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party;

(ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator, nominee, supervisor or similar officer in respect of a party or any of its assets;

(iii) the enforcement of any security over any assets of a party; or

(iv) the attachment, sequestration, distraining upon or

(b) execution over or affecting any material asset of a party,the other party perceives (acting reasonably) that the party is unable to pay its debts as they fall due or is insolvent;

(c) the party enters into a composition or arrangement with its creditors or any class of them;

(d) the party ceases to carry on its business or substantially all of its business, or is struck off; or

(e) the commencement of any analogous procedure or step in relation to such party in any jurisdiction other than England and Wales;

“Intellectual Property Rights”means:

(a) copyright, database rights, design rights (whether registered or unregistered), rights in know how and Confidential Information;

(b) patents, utility models, trade marks, trade names, IP addresses or IP address schemes, domain names and topography rights;

(c) applications for or registrations of any of the rights described in

(d) (a) or (b) above;and any other intellectual property having a similar nature or equivalent effect anywhere in the world;

“Order”means the Buyer’s offer to purchase Goods and/or Services, as describedin a Quotation, in the form which is expressly accepted by Bridon;

“Ordering Portal”means the Buyer’s electronic ordering system;

“Party”means either Bridon or Buyer and “Parties” means both Bridon and Buyer

“Price”has the meaning set out in clause 10.1 of these Standard Terms and Conditions of Sale;

“Quotation”means, as applicable:

(a) a document issued by Bridon to the Buyer, on Bridon’s standardform or in another format, which sets out details of the relevant Goods and/or Services, any Special Terms and the Price; or

(b) where the Buyer is purchasing Goods or Services from the StandardPrice List, that Standard Price List shall be deemed to be the Quotation;

“Services”means the services to be provided by Bridon to the Buyer, as described in the Acknowledgement or otherwise agreed in writing between the Parties;

"Special Terms"means any additional termsand conditions set out or referred to in theAcknowledgement relating to the supply of the Deliverables;

“Specification”means the document or documents detailing the technical requirements of the Deliverables upon which Bridon provided the Quotation and as such is confirmed in the Acknowledgement;

“Standard Price List”means Bridon’s commercially available price list, setting out the prices for its goods and services, as may change from time to time; and

“Warranty Period”has the meaning set out in clause 7.4 of these Standard Terms and Conditions of Sale, or such other warranty period agreed in writing by theParties.

1.2Interpretation

Except as otherwise provided in this Agreement or required by the context, the following principles shall be applied in the interpretation of this Agreement:

(a) the singular includes the plural and vice versa;

(b) a statutory provision includes a reference to:

(i) the statutory provision as modified or re-enacted from time to time (whether before or after the Effective Date); and

(ii) any subordinate legislation made pursuant to the statutory provision (whether before or after the Effective Date);

(c) persons or entities, includes a reference to natural persons, any body corporate, unincorporated association, trust, partnership or other entity or organisation;

(d) a person or entity, includes a reference to that person’s or entity’s successors or assigns;

(f) references to agreements or documents are references to those agreements or documents as respectively amended from time to time;

(g)the recitals and any other attachments to this Agreement form an integral part of this Agreement;

(h) the headings in this Agreement will not affect the interpretation of this Agreement; and

(i) whenever the words “include”, “includes”, “including” or “in particular” (or similar derivates) are used, they are deemed to be followed by the words “without limitation”.

1.2.2 Unless otherwise defined in clause 1.1, terms used in the manufacturing industry or other relevant business context will be interpreted in accordance with their generally understood meaning in that industry or business context.

1.2.3 This Agreement is the result of arm’s length negotiations between the Parties and will be construed to have been drafted by both Parties such that any ambiguities in this Agreement will not be construed against either Party as a result of that Party having drafted or proposed the relevant provision

1.2.4 In the event of any conflict or inconsistency between them, the following parts of the Agreement shall take precedence in the following order:

(a) the Acknowledgement;

(b) the Special Terms;

(c) the Standard Terms and Conditions of Sale;

(d) the Specification;

(e) the Order; and

(f) the Quotation.

 

2.CONTRACT FORMATION

2.1 The Effective Date of the Agreement will be the date of the Acknowledgement.

2.2 For the purpose of clause 2.1, an Acknowledgement delivered by e-mail, facsimilie or via the Ordering Portal shall be deemed to have been received by the Buyer:

2.2.1 if sent during normal working hours, at the time of sending; or

2.2.2 if sent outside of normal working hours, at 9am on the first working day following the date the e-mail, facsimile or confirmation via the Ordering Portal was sent.

2.3 A Quotation or similar communication by Bridon is not an offer to sell or supply goods or services, unless it is in writing, described as an offer and signed on behalf of Bridon.

2.4 Unless previously withdrawn or expressly stated otherwise in writing by Bridon, all Quotations are subject to change at any time and Bridon cannot confirm the Price until a purchase order has been placed by the Buyer. If the Price of the Goods and/or Service at the date of receipt of a purchase order is higher than the Price stated in the Quotation, Bridon will, at its discretion, contact the Buyer for its instructions on whether the Buyer will agree to amend the purchase order to reflect the revised Price or not accept the Buyer’s purchase order. If no adjustment to the Price set out in the Quotation is required, the purchase order shall be deemed capable of acceptance by Bridon and, at its discretion, Bridon may issue an Acknowledgement in respect of such purchase order.

2.5 No purchase order shall be binding until expressly accepted by Bridon pursuant to a corresponding Acknowledgement.

2.6 The supply of Deliverables by Bridon to the Buyer will be subject only to the terms of this Agreement, to the exclusion of any terms which the Buyer purports to apply, whether in a purchase order or otherwise, which are hereby rejected or (as appropriate) shall be excluded from the Agreement.

3. PROMOTIONAL MATERIALS

3.1 Any prices, charges, samples, drawings, descriptions or advertising of or relating to goods and services available from Bridon which are issued or published by Bridon, including those contained in catalogues, brochures or on a website (all or any of these forms of communication being “Promotional Material”), are issued or published in order to provide an overview of the goods and services described in them and the associated charges or prices (as appropriate), and they shall not form part of the Agreement or any other contract of sale of the Goods or Services between Bridon and the Buyer, or any collateral contract.

3.2 Bridon is not bound by, and hereby excludes liability for, any error in or omission (other than a fraudulent one) from Promotional Materials which is manifest or which ought reasonably to be considered apparent to the Buyer, and the Buyer undertakes not to rely on any such error or omission, or to enforce rights or bring any claim against Bridon on the basis of the Promotional Material to the extent of such error or omission.

3.3 Bridon’s employees and agents are not authorised to make any statement or other representation concerning the Goods or Services unless confirmed by Bridon in writing, and the Buyer undertakes not to rely on, and hereby waives any claim for breach of, any unconfirmed statement or representation which is not made fraudulently.

4. BRIDON’S OBLIGATIONS

4.1 Bridon shall deliver the Goods and/ or perform any Services in accordance with the terms of the Agreement.

4.2 Bridon shall use Commercially Reasonable Efforts to meet any dates specified in the Acknowledgement but any such dates shall be estimates only and time for performance by Bridon shall not be of the essence of this Agreement.

5. BUYER’S OBLIGATIONS

5.1 The Buyer shall:

5.1.1 comply with the Handling Instructions;

5.1.2 co-operate with Bridon and provide all reasonable assistance (including obtaining all work or other permits reasonably required for Bridon’s employees or representatives in connection with the performance of the Services) required to achieve the objectives set out in theAcknowledgement, including providing all necessary access to premises to enable Bridon to satisfy its obligations under this Agreement;

5.1.3 provide, in a timely manner, such Buyer Materials as Bridon may require and the Buyer warrants to Bridon that the use of the Buyer’s Background IP and Buyer Materials will not infringe any third party’s Intellectual Property Rights;

5.1.4 ensure that all information provided to Bridon as part of the Buyer Materials is accurate, complete and up to date;

5.1.5 obtain and maintain all necessary licences, consents and other rights necessary to comply with all relevant legislation in relation to the Deliverables; and

 

5.1.6 inform Bridon of all health and safety rules and regulations that apply at the Buyer’s premises and are relevant to Bridon’s supply of the Deliverables.

6.PACKAGING AND DELIVERY

6.1 Bridon shall package the Goods in accordance with Good Industry Practice.

6.2 Delivery of the Goods shall be, unless otherwise agreed between the Parties, Incoterms EXW, as more specifically described in the Acknowledgement.

6.3 If Bridon delivers the Goods or commences performance of the Services after the Delivery Date (except where such delay is as a result of a Force Majeure Event or is caused by a failure of the Buyer to perform its obligations under this Agreement), the Buyer shall be entitled to liquidated damages of 0.5% of the Price per complete week that the Goods are late or performance of the Services has not commenced, subject to a maximum percentage of 5% of the Price. Such damages shall be the Buyer’s sole and exclusive remedy for Bridon’s delay in delivery of the Goods or performance of the Services.

6.4 If, in accordance with clause 6.2, delivery of the Goods is Incoterm EXW or if, in accordance with the relevant Acknowledgement, delivery of the Goods is Incoterm FCA, and the Buyer does not collect the Goods within seven (7) days of the Delivery Date, Bridon shall be entitled to store the Goods at the Buyer’s risk and expense.

7.TESTING AND DEFECTIVE DELIVERABLES

7.1 Bridon shall only carry out tests on the Deliverables which are specified in the Quotation (if any). Such tests and inspections shall take place under Bridon’s standard testing arrangements, or under such other testing arrangements agreed in writing between the Parties.

7.2 The Buyer shall:

7.2.1 inspect and test the Goods within a reasonable period, not exceeding thirty (30) calendar days after delivery of the Goods against the requirements of clause 9.2 and notify Bridon of any shortfall in delivery and any defects revealed;

7.2.2 inspect and test the work undertaken pursuant to the Services within a reasonable period, not exceeding thirty (30) calendar days after completion of the Services, against the requirements of clause 9.5 and notify Bridon of any defects revealed; and

7.2.3 notify Bridon of any non-compliance of the Goods or non-compliance of the Services with the terms of this Agreement within a reasonable period, not exceeding thirty (30) calendar days after the date of delivery of the Goods or performance of the relevant Services (as applicable).

7.3 In the absence of a notice from the Buyer in accordance with clause 7.2, Bridon is deemed to have complied with clauses 4.2, 9.2 and 9.5 on delivery of the Goods or performance of the Services (as applicable) and the Buyer shall be deemed to have accepted the Deliverables. The provisions of this clause 7.3 will not affect any remedies available to the Buyer under clause 7.4.

7.4 If the Buyer identifies a defect in the Deliverables as a result of any breach of clause 9.2 in respect of Goods or clause 9.5 in respect of Services, within a period of six months from the date of delivery or performance of the Deliverables (the “Warranty Period”), Bridon shall, at its sole discretion and subject to clause 7.5, rectify the defect by, either, repairing or replacing the defective Goods or re- performing defective Services as soon as reasonably practicable after notification of the defect by the Buyer. Where Bridon supplies any replacement Deliverables in accordance with this clause, the provisions of the Agreement shall apply to such replacement Deliverables.

7.5 If Bridon, having used Commercially Reasonable Efforts, is unable to carry out the steps set forth in clause 7.4, then Bridon may:

7.5.1 cease performing any related Services, to the extent such Services cannot be performed pursuant to this Agreement as a result of the defective Goods or Services; and

7.5.2 reimburse the Buyer the Price paid for the affected Goods or Services.

7.6 The Parties acknowledge and agree that the remedies set forth in clauses 7.2 and 7.5 shall be the Buyer’s sole and exclusive remedy for any defective Deliverables supplied by Bridon under this Agreement and Bridon shall have no further liability to the Buyer in respect of the failure of the Deliverables to comply with clause 9.2 or clause 9.5 (as applicable).

7.7 A claim in respect of a defect in accordance with this clause 7 shall not entitle Buyer to cancel or refuse delivery of or payment for any other order, delivery or instalment.

8. TRANSFER OF RISK AND TITLE

8.1 Risk of damage to, or loss of, the Goods shall pass to the Buyer, in accordance with the Incoterms, on the Delivery Date.

8.2 Title to Goods shall not pass to the Buyer until Bridon has received:

8.2.1 payment in full for the Goods; and

8.2.2 all other sums due from the Buyer in accordance with the Agreement.

8.3 Where the Buyer takes delivery of or pays for Goods in instalments, title to such Goods shall pass to the Buyer on the payment of the final instalment.

8.4 Without prejudice to clause 8.7, until title to Goods has passed to the Buyer, the Buyer shall:

8.4.1 hold such Goods as fiduciary bailee for Bridon;

8.4.2 keep the Goods separate from any other goods and shall keep the Goods suitably marked or otherwise plainly identified that they are the property of Bridon;

8.4.3 maintain such Goods in satisfactory condition and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and

8.4.4 insure the Goods on Bridon’s behalf for their full price against all risks.

8.5 At any time prior to title passing to the Buyer, Bridon shall be permitted, and the Buyer shall procure the right for Bridon, its employees and representatives, to enter the Buyer’s premises (or such other premises where the Goods are stored) and to remove such Goods.

8.6 If the Buyer sells or otherwise disposes of the Goods or makes any insurance claim in respect thereof, the proceeds of any such sale or any such insurance proceeds shall belong to Bridon and shall be held by the Buyer in trust for Bridon.

8.7 Prior to title in the Goods passing to the Buyer in accordance with this clause 8, the Buyer may:

8.7.1 resell the Goods in the ordinary course of its business and pass good title to its customers; and

8.7.2 incorporate the Goods into, mix the Goods with, or attach the Goods to, other goods.

9. WARRANTIES

9.1 Each Party represents and undertakes that:

9.1.1 it has the capacity and authority to enter into this Agreement;

9.1.2 the persons entering into this Agreement on its behalf have been duly authorised to do so; and

9.1.3 this Agreement and the obligations created hereunder are binding upon it and enforceable against it in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of any other agreement, or any judgment or court order, to which it is bound.

9.2 Subject to clauses 9.3 and 9.4 Bridon warrants to the Buyer that the Goods shall, in all material respects, be in accordance with the Specification and free from defects in design, workmanship or materials.

9.3 Bridon shall not be liable under clause 9.2 where a defect or non-conformance with the Specification arises from any or all of the following:

9.3.1 fair wear and tear;

9.3.2 alteration or repair of the Goods (other than by or on behalf of Bridon);

9.3.3 abnormal working conditions;

9.3.4 failure to follow or to follow fully the Handling Instructions;

9.3.5 the Goods have been improperly installed or connected (unless Bridon carried out the installation and connection); or

9.3.6 wilful damage, misuse or negligence.

9.4 Unless expressly set out under the Agreement, clause 9.2 does not extend to parts or equipment not manufactured by Bridon.

9.5 Bridon warrants to the Buyer that the Services shall, in all material respects, be in accordance with the Specification.

9.6 Except as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care, are hereby excluded.

9.7 If the Buyer is purchasing goods or services from Bridon’s standard price list, any technical requirements of the Buyer (whether contained in the Order or elsewhere) shall not form part of the Agreement unless expressly agreed in the Acknowledgement.

10. PRICE AND PAYMENT

10.1 Unless expressed otherwise in the Agreement, all prices set out in the Agreement (“Price”):

10.1.1 shall, subject to clause 11, remain fixed;

10.1.2 are payable in the currency specified in the Quotation; and

10.1.3 are exclusive of Value Added Tax or other applicable sales taxes.

10.2 Subject to clause 10.3, all payments due shall be paid by the Buyer within 30 days from the date of invoice. The Buyer shall pay Bridon interest on any overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 accruing on a daily basis until payment is made, after as well as before judgement. The Seller reserves the right to fulfil the order itself and invoice the Buyer directly and/or have the order fulfilled and invoiced by one of its Affiliates.

10.3 If the Quotation states that payment is to be paid by letter of credit, such letter of credit must be an irrevocable letter of credit satisfactory to Bridon and confirmed by a United Kingdom bank acceptable to Bridon. The letter of credit shall be for the price payable for the Deliverables and shall be valid from the date of the Buyer’s purchase order and shall not expire until six months after the date of completion of delivery or performance of the Deliverables. The letter of credit shall entitle Bridon to immediate cash payment on presentation to the relevant United Kingdom bank of the appropriate documentation.

10.4 If the Buyer disputes any invoices, the Buyer shall immediately notify Bridon in writing and the Parties shall use Commercially Reasonable Efforts to resolve the dispute promptly. If the Parties have not resolved the dispute within 30 days of the Buyer giving notice to Bridon, the dispute shall be resolved in accordance with clause 20. Where only part of an invoice is disputed, the undisputed amount shall be paid by the due date.

10.5 If the Buyer fails to pay for any Deliverables in accordance with this clause 10 or if Bridon has reasonable concerns about the financial viability of the Buyer (whether in connection with an

Insolvency Event or otherwise), Bridon may suspend further performance of the Services or supply of the Goods without liability until payment or satisfactory security for payment has been provided.

10.6 All sums payable by the Buyer shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. If any deductions or withholding from sums due are required by law, the Buyer shall pay to Bridon such sum as will, after the deduction or withholding has been made, leave Bridon with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

11. PRICE ADJUSTMENT

11.1 The Price may be subject to adjustment by Bridon:

11.1.1 to cover any additional costs or expenses incurred in the event of the suspension of work in accordance with clause 10.5;

11.1.2 if the Buyer fails to comply with its obligations under clause 5; and

11.1.3 upon reasonable notice to the Buyer, for any additional costs incurred by Bridon in respect of any material, fuel, power, transportation, labour or other costs, or tariffs, duties or taxes whatsoever which could not have reasonably been foreseen at the Effective Date.

11.2 The Price is calculated based on delivery being made Ex-Works (Incoterms) or such other Incoterm as is specified in the Agreement. If no Incoterm is specified in the Agreement, the Price excludes all costs of delivery, including transport, packaging, insurance and any taxes, duties and surcharges, all of which shall be payable by the Buyer in addition.

11.3 Where the price for the Goods is varied in accordance with this clause the price as varied shall be binding on both Parties and shall not give either Party any option of cancellation.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 The Background IP of a Party will remain the property of that Party.

12.2 Each Party hereby grants to the other a royalty-free, non-exclusive, non-transferable licence to use the other Party’s Background IP strictly to the extent reasonably required for the delivery of and/ or performance of the Deliverables or the use of such Deliverables in accordance with the terms of this Agreement.

12.3 Any Intellectual Property Rights created or developed by Bridon in the course of this Agreement will be owned by Bridon.

13. DATA PROTECTION

13.1 To the extent either Party processes Personal Data of the other Party (as defined in the Data Protection Act 1998 – the“DPA”) under the Agreement, the processing Party will:

13.1.1 process the Personal Data in accordance with the instructions of the disclosing Party and in accordance with the terms of the DPA;

13.1.2 implement appropriate technical and organisational measures which comply with provisions equivalent to those imposed on a data controller under the DPA in order to avoid accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access of the Personal Data; and

13.1.3 not store or transfer such Personal Data outside the European Economic Area without the other Party’s prior consent.

13.2 Where Bridon is provided with Personal Data from the Buyer, the Buyer hereby confirms that it has obtained all necessary consents to allow Bridon to process such Personal Data as required for the purposes of this Agreement.

14. CONFIDENTIALITY

14.1 Each Party (the “Recipient”) undertakes to the other Party (the “Discloser”) to:

14.1.1 hold all Confidential Information of the Discloser which it obtains in relation to this Agreement, in strict confidence;

14.1.2 not disclose, or authorise the disclosure of, the Discloser’s Confidential Information to any third party other than pursuant to clauses 14.2, 14.3 and 14.4;

14.1.3 not use, or authorise anyone to use, the Discloser’s Confidential Information for any purpose other than the performance of undertaking the Recipient’s obligations or the exercise of its rights or the receipt of any benefits pursuant to this Agreement; and

 

14.1.4 promptly notify the Discloser of any suspected or actual unauthorised use or disclosure of the Discloser’s Confidential Information of which the Recipient becomes aware and promptly take all reasonable steps that the Discloser may require in order to prevent, stop or remedy the unauthorised use or disclosure.

14.2 Each Party may disclose the other Party’s Confidential Information to its Affiliates and their respective officers, directors, employees, contractors, advisors and auditors, but only to the extent, and provided, that such persons:

14.2.1 need to know the Confidential Information disclosed to them;

14.2.2 have been informed in writing of the confidential nature of the Confidential Information and the purpose for which it may be lawfully used; and

14.2.3 have agreed (whether pursuant to their contracts of employment or otherwise) to comply with terms which are substantially the same as the terms of this Agreement in respect of the Confidential Information disclosed to them.

 

14.3 Clause 14.1 will not apply to Confidential Information to the extent that:

14.3.1 such Confidential Information has been placed in the public domain other than through the fault of the Recipient;

14.3.2 such Confidential Information has been independently developed bythe Recipient without reference to the Confidential Information of the Discloser;

14.3.3 the Discloser has approved in writing the particular use or disclosure of the Confidential Information;

14.3.4 such Confidential Information was already known by the Recipient prior to the disclosure without an obligation of confidentiality; or

 

14.3.5 such Confidential Information is independently received from a third party without any obligation of confidence and the Recipient has made reasonable enquiries that the third party owed no obligation of confidence to the Discloser.

14.4 Each Party may disclose the other Party’s Confidential Information if, and to the extent that, it is required to do so by a regulator, a relevant stock exchange or otherwise by Applicable Law.

14.5 Each party acknowledges that Confidential Information is valuable and that damages might not be an adequate remedy for any breach of this clause 14 and accordingly a party or its Affiliates will be entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of clause 14.

15. BUYER’S LIABILITY

15.1 Bridon shall be discharged from its obligations under this Agreement and shall not be liable for any damages, losses, costs, Claims or expenses sustained or incurred by the Buyer that arise directly or indirectly from or in connection with any of the following circumstances (each a “Buyer Default”):

15.1.1 the Buyer is in breach of this Agreement;

15.1.2 the responsibilities of the Buyer and the actions and events in relation to the performance by Bridon of its obligations in respect of the Deliverables which need to be performed or (as the case may be) to occur, or not to occur, in order for Bridon to perform its obligations are not met on time and in full, other than due to a breach by Bridon of this Agreement; or

15.1.3 Bridon’s performance of its obligations under this Agreement is prevented, hindered or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees.

15.2 The Buyer will indemnify on an after tax basis, defend and hold harmless Bridon, its Affiliates and each of their respective officers, directors, employees, suppliers, successors and assigns (together the “Beneficiaries”) on demand against any damages, costs, losses, expenses and Claims incurred by the Beneficiaries (including any Claims from third parties) arising in relation to, or in connection with, any of the following:

15.2.1 Bridon’s use of the Buyer Materials (including in relation to incorporation of Buyer Materials into the Goods or Services) whether as a result of any defects in such materials or otherwise;

15.2.2 the incorrect incorporation, installation, assembly, use, processing, storage or handling of Goods by or on behalf of the Buyer;

 

15.2.3 any fines or other penalties imposed upon Bridon as a result of the Buyer’s failure to comply with its obligations under clause 19.1.4 of these Standard Terms and Conditions of Sale;

15.2.4 the reliance by any third party on any information or advice which is provided by Bridon to the Buyer in relation to the Deliverables; and

15.2.5 a Buyer Default.

16. LIABILITY

16.1 Neither Party shall be liable to the other under, or in connection with, this Agreement for any indirect or consequential losses (even if foreseeable or if such entity has been advised of the possibility of such losses being suffered). In no event will either Party be liable, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise for:

16.1.1 loss of data;

16.1.2 loss of anticipated savings or goodwill; or

16.1.3 loss of business, contracts or any business interruption.

16.2 Bridon shall not be liable to the Buyer under or in connection with this Agreement for any loss of profits or loss of revenue, howsoever arising.

16.3 Bridon’s total aggregate liability under this Agreement whether based on a Claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, this Agreement, will be limited to the lesser of: (1) the Price paid or payable under this Agreement; or (2) one million pounds sterling (£1,000,000).

16.4 Subject to the remainder of this clause 16 and without prejudice to clause 6.3, in the event of a valid termination of the Agreement by the Buyer as a result of a failure by Bridon to deliver the Goods or perform the Services:

16.4.1 in relation to a failure by Bridon to deliver the Goods, Bridon’s liability shall be limited to the price incurred by the Buyer in obtaining replacement goods of an equivalent or similar description and quality to the Goods at the lowest price such replacement goods are available in the market, less an amount equal to the Price for the Goods; and

16.4.2 in relation to a failure by Bridon to perform the Services, Bridon’s liability shall be limited to the price incurred by the Buyer in obtaining replacement services of an equivalent or similar description and quality to the Services at the lowest price such replacement services are available in the market, less an amount equal to the Price for the Services, and in each case this shall constitute Bridon’s sole liability and the Buyer’s exclusive remedy for Bridon’s failure to deliver the Goods or perform the Services (as the case may be).

16.5 Notwithstanding the provisions of clauses 7.2 and 7.4, any Claim (including non-contractual claims) made by the Buyer against Bridon arising out of or in connection with the Agreement shall be made in writing and notified to Bridon within the shorter of the following periods:

16.5.1 two (2) years after the end of the Warranty Period;

16.5.2 two (2) years after the date upon which the Buyer became or should have become aware in the ordinary course of business of any event or occurrence alleged to give rise to such Claim; and

16.5.3 if this Agreement is terminated for any reason before delivery of the Goods or performance of the Services is complete, two (2) years after the date of termination of this Agreement.

 

16.6 Any Claim which is not made in accordance with clause 16.4 shall be deemed to be waived and absolutely barred and Bridon shall be discharged of all liability whatsoever arising in respect of such Claim, to the extent permitted by law.

16.7 Nothing in this Agreement will limit or exclude either Party’s liability:

16.7.1 for fraud perpetrated by that Party or its Affiliates including fraudulent misrepresentation;

16.7.2 for death or personal injury caused by negligence of a Party or its Affiliates; or

16.7.3 where such limitation or exclusion would contravene Applicable Law.

16.8 The Price is determined on the basis of the exclusions from and limitations of liability contained in this Agreement.

16.9 The Buyer accepts that these exclusions and limitations are reasonable because of (amongst other matters) the likelihood that otherwise the amount of damages awardable to the Buyer against Bridon for certain acts or omissions of Bridon may be disproportionately greater than the Price.

17. FORCE MAJEURE

17.1 Neither Party shall have any liability or responsibility for any delay or hindrance in fulfilling or any failure to fulfil, any obligation under this Agreement so long as, and to the extent that, the fulfilment of such obligation is prevented, hindered or delayed as a consequence of a Force Majeure Event.

17.2 The Party affected by the Force Majeure Event shall, as soon as reasonably practicable after the occurrence of the Force Majeure Event:

17.2.1 notify the other Party of the nature and extent of the Force Majeure Event; and

17.2.2 use Commercially Reasonable Efforts to commence performing such obligations as soon as possible or otherwise mitigate the effects of the Force Majeure Event by finding a work around to perform the obligation despite the Force Majeure Event.

17.3 Upon the occurrence of a Force Majeure Event, either Party will have the right to terminate all or part of the Agreement in accordance with clause 18.4.

18. TERMINATION

18.1 Without prejudice to any other rights or remedies it may have, Bridon may terminate this Agreement by giving notice to the Buyer if:

18.1.1 the Buyer fails to pay any sums due under this Agreement within thirty (30) days after receiving notice of such failure to pay; or

18.1.2 the Buyer experiences an Insolvency Event.

 

(a) ceases to carry on its business;

(b) has a receiver, administrative receiver, administrator or similar officer appointed over all or any part of its assets or undertakings who is not discharged within 15 days of such appointment;

(c) makes an assignment for the benefit of, or a composition with its creditors generally or another arrangement of similar import;

(d) goes into liquidation or is the subject of a winding up order otherwise than for the purposes of a bona fide amalgamation or reconstruction; or

(e) if any similar event occurs under the law of any jurisdiction.

18.2 The Buyer may terminate this Agreement by giving written notice to Bridon if Bridon commits a material breach of this Agreement and (if such breach is remediable) fails to take reasonable steps to remedy such breach within thirty (30) days after receipt of written notice containing details of the relevant breach.

18.3 Bridon may terminate this Agreement by giving written notice to the Buyer if the Buyer commits a material breach of this Agreement and (if such breach is remediable) fails to remedy such breach within thirty (30) days after receipt of written notice containing details of the relevant breach.

18.4 Either Party may terminate all or part of this Agreement where a Force Majeure Event, affecting the other Party’s ability to perform its obligations under this Agreement, continues for a period of ninety (90) days or more.

18.5 The expiration or termination of this Agreement will not affect:

18.5.1 any accrued rights of either Party, including any right to receive any payments due but unpaid before expiration or termination; or

18.5.2 the continuance in force of clauses 6.3, 7.4, 7.5, 7.6, 9.3, 9.6, 12.2, 15, 16, 18.5, 19 and 20, which survive termination of this Agreement.

19. MISCELLANEOUS

19.1 Compliance with Applicable Law

 

19.1.1 Each Party shall, and shall procure that each of its Affiliates perform its obligations and exercise its rights pursuant to this Agreement in accordance with all Applicable Laws.

19.1.2 Without prejudice to its obligations under clause 19.1.1, the Buyer shall:

(a) comply with its obligations under the Bribery Act 2010 (if any), and, in any event, will not act in such a way which may breach Bridon’s responsibilities under the Bribery Act 2010; and

(b) comply with Bridon’s policies relating to bribery and anti-corruption, as notified to the Buyer from time to time.

19.1.3 If either Party receives any communication from a regulator of the other Party which relates to this Agreement then, to the extent permitted by the regulator, that Party will notify the other Party of the same as soon as reasonably practicable.

19.1.4 Each Party will retain responsibility for its compliance with all applicable export control laws and economic sanctions programs relating to its respective business, facilities, and the provision of Goods or Services to third parties. Bridon will not be obliged to be involved (whether directly or indirectly) in the provision of Goods and/ or Services if such provision of Goods and/ or Services is prohibited by applicable export control or economic sanctions programs. “Applicable Export Control or Economic Sanctions Programs” include U.S. export control laws such as the Export Administration Regulations and the International Traffic in Arms Regulations, and U.S. economic sanctions programs that are maintained by the U.S. Government, including sanctions currently imposed against Belarus, Burma (Myanmar), Cuba, Iran, Iraq, Ivory Coast, Liberia, Libya, North Korea, Sudan, Sierra Leone, Somalia, Syria and Zimbabwe, as well as Specially Designated Nationals and Blocked Persons programs.

 

19.1.5 It will be the sole discretion of Bridon to refrain from being directly or indirectly involved in the provision of Goods and/or Services that may be prohibited by Applicable Export Control or Economic Sanctions Programs.

19.2 Assignment and Subcontracting

19.2.1 The Buyer shall not, without the prior written consent of Bridon, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under this Agreement.

19.2.2 Bridon may at any time assign or novate all or any part of its rights and obligations pursuant to this Agreement, to any of its Affiliates or to a successor. All references in this Agreement to Bridon shall be construed as including any Affiliate or successor to which such rights or obligations (or both, as applicable) are assigned or novated.

19.2.3 Bridon may at any time subcontract all or any part of its obligations under this Agreement.

19.3 Further Assurance

Each Party will do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement and give effect to this Agreement.

19.4 Required Consents

Subject to clause 5.1.2, each Party will and will procure that its Affiliates obtain all regulatory approvals, licenses or consents necessary to perform its obligations pursuant to this Agreement.

19.5 Waiver

No delay or omission by either Party in enforcing or exercising any right, power or remedy will impair that right, power or remedy or be construed to be a waiver of it. A waiver by either Party of any of its rights, powers or remedies or of any breach will not be construed to be a waiver of any other right, remedy or power or any succeeding breach. No waiver or discharge of any kind will be valid unless in writing and signed by an authorised representative of the Party against whom such waiver or discharge is sought to be enforced.

19.6 Severability

If a court of competent jurisdiction or other competent body decides that any provision of this Agreement is void or otherwise ineffective but would be valid and effective if appropriately modified then such provision will apply with the modification necessary to make it valid and effective. If such a provision cannot be so modified, the provisions’ invalidity or ineffectiveness will not affect or impair the validity or legal effect of any other provision of this Agreement.

19.7 Relief

A right, power, remedy, entitlement or privilege given or granted to a Party under this Agreement is cumulative with, without prejudice to and not exclusive of any other right, power, remedy, entitlement or privilege granted or given under this Agreement or by law.

19.8 Third Parties

19.8.1 Save for the Affiliates of either Party, nothing in this Agreement will confer upon any third party any right or benefit, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19.8.2 Any information, advice or any document incorporating information or advice (including inquest reports and expert reports), which is provided by Bridon to the Buyer in relation to the Deliverables, is for the benefit of the Buyer only. Bridon shall have no liability whatsoever to any third party which relies on such information or advice.

19.9 No Partnership or Agency

Nothing in this Agreement creates a joint venture or partnership between the Parties. Except as expressly authorised in this Agreement, this Agreement will not create an agency relationship between the Parties and neither Party has any authority to, and will not, act, make representations or contract on behalf of the other Party.

19.10 Variations

No variation or addition to this Agreement shall be valid unless it is in writing and signed by authorised representatives of each Party.

19.11 Entire Agreement

19.11.1 This Agreement sets out the entire agreement between Bridon and the Buyer and supersedes all prior representations, agreements, negotiations or understandings between them relating to the subject matter of the Agreement.

19.11.2 Each Party acknowledges that, in entering this Agreement, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in this Agreement.

19.12 Notices

19.12.1 Any notice to be given by either Party to the other under this Agreement must be in writing in the English language addressed to that other Party at its registered office or principal place of business or such other address as may have been notified for these purposes.

19.12.2 Notices shall be delivered by hand or sent by prepaid recorded, special delivery or first class post (or air mail post if to an address outside the United Kingdom). Delivery by courier shall be regarded as delivery by hand.

19.12.3 A notice shall be deemed to have been received:-

(a) if delivered by hand, at the time of delivery;

(b) if sent by prepaid recorded, special delivery or first class post, on the second business day after the date of posting;

(c) if sent by prepaid air mail post, on the fifth business day from the date of posting.

19.12.4 In proving service by delivery by hand, it shall be necessary only to show that delivery was made, and by post, it shall be necessary only to prove that the notice was contained in an envelope which was properly addressed and posted in accordance with this clause19.

19.12.5 A notice given under or in connection with this Agreement is not valid if it is sent by electronic mail.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

20.2 The Buyer agrees for the exclusive benefit of Bridon that the courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes or claims (including non-contractual disputes or claims) which may arise out of or in connection with this Agreement, its subject matter or formation or any documents entered into in accordance with its provisions (in this clause 20 “Proceedings”) and, for such purposes, irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

20.3 The Buyer irrevocably waives any objection which it might at any time have to the courts referred to in this clause 20 being nominated as a forum to hear, determine and settle any Proceedings and agrees not to claim that any such courts are not a convenient or appropriate forum.

20.4 The submission to the jurisdiction of the courts of England and Wales shall not limit the right of Bridon to take Proceedings against the Buyer in any other court of competent jurisdiction and the taking of Proceedings in one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

20.5 Each party agrees that the process by which any Proceedings are begun or any document relating to such Proceedings may be served in accordance with clause 19.12.

BRIDONINTERNATIONAL GmbH

General Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following terms will have the following meanings:

“Acknowledgement”means Bridon’s acceptance (including via email or via the Ordering Portal) of an Order;

“Affiliate”means an affiliated entity as defined in § 15 German Stock Corporation Act (Aktiengesetz);

“Agreement”

means the contract for the supply of the Deliverables by Bridon to the Buyer, comprising these General Terms and Conditions, the Special Terms, the Quotation and Acknowledgement, and any other documents expressly incorporated by reference;

“Applicable Export Control or Economic Sanctions Programs”has the meaning set out in clause 18.1(c) of these General Terms and Conditions;

“Background IP”means any Intellectual Property Rights owned by either Party on the date of the Agreement or created outside the terms of this Agreement and, in relation to the Buyer, shall include any Intellectual Property Rights in the Specification;

“BGB”means German Civil Code (Bürgerliches Gesetzbuch);

“Bridon”means Bridon International GmbH, a company with registered office in Magdeburger Straße 14a, 45881 Gelsenkirchen with company number 12 HRB 2184, Amtsgericht Gelsenkirchen;

“Buyer”means the person, company, firm or organisation who places the Order;

“Buyer Provided Items”has the meaning set out in clause 14.1(a) of these General Terms and Conditions;

“Commercially Reasonable Efforts”means the taking of such steps and the performance of obligations in a manner that a Party would do if it were acting in a determined, prudent and reasonable manner in order to achieve the desired end result for its own benefit;

“Confidential Information”means, in respect of a Party, information in any form (whether written, electronic, graphic, oral or otherwise) that falls within any of the following categories:

(a) it has been provided by the Party and was marked confidential (or a similar designation) or was statedto be confidential at the time of disclosure;

(b) information identified in this Agreement as Confidential Information of the Party; or

(c) information which is, by its very nature, clearly confidential;

 

“Deliverables”means the Goods and/ or Services to be supplied by Bridon to the Buyer;

“Delivery Date”means:

(a) the date when Bridon places the Goods at the Buyer’s disposal at the Delivery Location;

(b) the date the Goods are delivered to the Buyer; or

(c) the date when Bridon has agreed to commence performance of the Services; as specified in the Acknowledgement or otherwise agreed between the Parties;

“Delivery Location”means the city or port of load/ discharge as specified in the Acknowledgement or otherwise agreed between the Parties;

“Effective Date”has the meaning set out in clause 3.1;

“Force Majeure Event”means acts of God, fire, flood, war, acts of terrorism, riot, civil commotion, governmental actions, labour disputes, shortages of necessary raw materials,and any similar events beyond the reasonable control of the non-performing Party;

“General Terms and Conditions”means clauses 1 to 19 (inclusive);

“Good Industry Practice”means that degree of reasonable skill, care, prudence and foresight and practice which would ordinarily be expected of a reasonably skilled and experienced person engaged in the same or similar type of undertaking as that of Bridon, under similar circumstances;

“Goods”means the goods to be provided by Bridon to the Buyer, as described in the Acknowledgement;

“HGB”means German Commercial Code (Handelsgesetzbuch);

“Incoterms”reference to Incoterms herein shall be deemed to be a reference to the most recent version of the Incoterms published by the International Chamber of Commerce (ICC);

“Intellectual Property Rights”means:

(a) copyright, database rights, design rights (whether registered or unregistered), rights in know how and Confidential Information;

(b) patents, utility models, trade marks, trade names, IP addresses or IP address schemes, domain names and topography rights;

(c) applications for or registrations of any of the rights described in (a) or (b) above; and and any other intellectual property having a similar nature or equivalent effect anywhere in the world;

”Order”means the Buyer’s offer to purchase Goods and/or Services, as described in a Quotation;

“Ordering Portal”means the Buyer’s electronic ordering system;

“Party”meanseither Bridon or Buyer and “Parties” means both Bridon and Buyer;

“Price”has the meaning set out in clause 10.1 of these General Terms and Conditions;

“Quotation”means, as applicable:

(a) a document issued by Bridon to the Buyer, on Bridon’s standard form or in another format, which sets out details of the relevant Goods and/or Services, any Special Terms and the Price; or

(b) where Supplier is purchasing Goods or Services from the Standard Price List, that Standard Price List shall be deemed to be the Quotation;

“Services”means the services to be provided by Bridon to the Buyer, as described in the Acknowledgement;

"Special Terms"means any additional terms and conditions set out or referred to in the Acknowledgement relating to the supply of the Deliverables;

“Specification”means the technical requirements of the Deliverables as notified by the Buyer to Bridon and upon which Bridon provided the Quotation (save where the Buyer is purchasing goods or services from the Standard Price List in which case the Quotation will take no regard of the technical requirements of the Buyer) and as such is confirmed in the Acknowledgement;

“Standard Price List”means Bridon’s commercially available price list, setting out the prices for its goods and services, as may change from time to time; and

“ZPO”means German Code of Civil Procedure (Zivilprozeßordnung).

1.2 Interpretation

1.2.1 Unless otherwise defined in clause 1.1, terms used in the manufacturing industry or other relevantbusiness context will be interpreted in accordance with their generally understood meaning in that industry or business context.

1.2.2 In the event of any conflict or inconsistency between them, the following parts of the Agreement shall take precedence in the following order:

(a) the Acknowledgement

(b) the Special Terms;

(c) the Specification; and

(d) the General Terms and Conditions.

2. APPLICATION

2.1 These General Terms and Conditions (hereinafter “Conditions”) shall exclusively govern all supplies and services furnished by Bridon to the Buyer.

2.2 Any general terms and conditions of the Buyer which deviate from these Conditions shall only apply where Bridon explicitly accepted in writing that they shall apply instead of these Conditions. These Conditions shall also apply in case Bridon has knowledge of deviating conditions of the Buyer and, despite such knowledge carries out supplies to the Buyer without reservation.

2.3 These Conditions shall also govern any future business relations and in particular in the event of follow-up and demand orders which are communicated verbally, even without being specifically referred to again.

2.4 These Conditions shall apply to sales subject to the Incoterms or any other trade clauses only to the extent they do not contradict the Incoterms or trade clauses.

3. CONTRACT FORMATION

3.1 The Effective Date of the Agreement will be the date of the Acknowledgement. An order is considered as a binding offer (§ 145 BGB) and Bridon reserves a period of two weeks for acceptance, beginning from the time of receipt of the order. The contract shall only be concluded following the written Acknowledgement by Bridon (Auftragsbestätigung), which shall also be decisive for the content of the contract.

3.2 Unless previously stated otherwise in writing by Bridon, all Quotations are subject to change at any time and Bridon will not confirm the Price until an Order has been made. If the Price of the Goods and/or Service is higher than the Price stated in the Quotation, Bridon will, at its discretion, contact the Buyer for its instructions or not accept the Order. If no adjustment to the Price set out in the Quotation is required, the Order shall be deemed capable of acceptance and, subject to (i) availability of the necessary materials; and (ii) the Buyer being able to provide the necessary authorisations and/or licences, Bridon may issue an Acknowledgement in respect of such Order.

4. BRIDON’S OBLIGATIONS

4.1 Bridon shall deliver the Goods and/ or perform any Services in accordance with the terms of the Agreement.

4.2 Bridon shall use Commercially Reasonable Efforts to meet any dates specified in the Acknowledgement but any such dates shall be estimates only unless a date of delivery or delivery period is expressly agreed as fixed.

5. BUYER’S OBLIGATIONS

The Buyer shall:

(a)co-operate with Bridon and provide all reasonable assistance required to achieve the objectives set out in the Acknowledgement, including providing all necessary information, descriptions, Specifications and access to premises to enable Bridon to satisfy its obligations under this Agreement;

(b) provide, in a timely manner, such materials and other information Bridon may require and ensure that it is accurate in all material respects;

(c) obtain and maintain all necessary licences, consents and other rights necessary to comply with all relevant legislation in relation to the Deliverables;

(d) inform Bridon of all health and safety rules and regulations that apply at the Buyer’s premises and are relevant to Bridon’s supply of the Deliverables.

If Bridon’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees, Bridon shall not be liable for any costs, charges or losses sustained or incurred by the Buyer that arise

(a) directly or indirectly from such prevention or delay, and the time period for Bridon’s performance of its obligations under this Agreement shall be extended accordingly.

6. PACKAGING AND DELIVERY

6.1 Bridon shall package the Goods in accordance with Good Industry Practice.

6.2 Delivery of the Goods shall be, unless otherwise agreed between the Parties, Incoterm EXW, as more specifically described in the Acknowledgement.

6.3 If Bridon fails to deliver the Goods or commence performance of the Services on the Delivery Date (except where such delay is as a result of a Force Majeure Event or is caused by a failure of the Buyer to perform its obligations under this Agreement), the Buyer shall be entitled to liquidated damages of 0.5% of the Price per complete week that the Goods are late or performance of the Services has not commenced, subject to a maximum percentage of 5% of the Price. Such damages shall be the Buyer’s sole and exclusive remedy for Bridon’s delay in delivery of the Goods or performance of the Services.

6.4 If, in accordance with clause 6.2, delivery of the Goods is Incoterm EXW or if, in accordance with the relevant Acknowledgement, delivery of the Goods is Incoterm FCA, and the Buyer does not collect the Goods within seven (7) days of the Delivery Date, Bridon shall be entitled to store the Goods at the Buyer’s risk and expense.

6.5 Part deliveries are permissible.

6.6 Where an order consists of several part deliveries, non-compliance, defective or delayed performance of one part delivery shall have no effect on the other part deliveries of such order, except where the part delivery in question is of essential importance for the contract.

6.7 Bridon shall have the right to stop delivery and refuse fulfillment of the contract where the Buyer files a bankruptcy petition (Insolvenzantrag) or where the Buyer makes the declaration according to § 807 ZPO in lieu of an oath (Eidesstattliche Versicherung).

6.8 In the event of an order for goods to be delivered on demand, Bridon shall be entitled to immediately obtain the material for the complete order and to produce the total amount ordered. Any changes requested by the Buyer after the placing of his order may therefore not be taken into consideration.

7. TESTING DELIVERABLES

Bridon shall only carry out tests on the Deliverables which are specified in the Quotation (if any). Such tests and inspections shall take place under Bridon’s standard testing arrangements, or under such other testing arrangements agreed in writing between the Parties.

8. TRANSFER OF RISK AND TITLE

8.1 Transportation duties and passing of risk (Gefahrübergang) shall be determined by the applicable version of the Incoterms valid on the Delivery Date.

8.2 Where the sale is not conducted on the basis of the Incoterms, the risk shall pass to the Buyer when the goods are handed over to the carrier or forwarder, at the latest however, when they leave the works or storage facilities. Where shipment is delayed due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer when the goods are ready for shipment and the Buyer has been notified thereof.

8.3 If the Buyer does not provide Bridon with explicit binding instructions in writing for further shipment after the passing of risk, Bridon will arrange for shipment to the Buyer or to the place of delivery stated by the Buyer in his order and at the Buyer's expenses. Bridon will choose the carrier or forwarder according to its best knowledge but however, is not liable in this respect. Bridon will place such orderswith no special terms under the customary conditions of the carrier and/or forwarder. Bridon will not insure the goods. The Buyer shall bear all costs of shipment.

8.4 The Buyer must raise in good time all complaints of damage in transit also against the carrier or forwarder and their respective insurance companies itself. If this requires the cooperation of Bridon, e.g. by assigning a claim in connection with a third party damage liquidation (Drittschadensliquidation), Bridon shall provide it.

8.5 Title to Goods shall not pass to the Buyer until Bridon has received:

(a) payment in full for the Goods; and

(b) all other sums due from the Buyer in accordance with the Agreement.

8.6 Where the Buyer takes delivery of or pays for Goods in instalments, title to such Goods shall pass to the Buyer on the payment of the final instalment.

8.7 Until title to Goods has passed to the Buyer, the Buyer shall:

(a) hold such Goods as bailee and trustee for Bridon;

(b) not mix or incorporate the Goods with any other goods and shall keep the Goods suitably marked or otherwise plainly identified that they are the property of Bridon;

(c) maintain such Goods in satisfactory condition and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) subject to clause 8.8, not be entitled to resell Goods in the ordinary course of its business;

(e) not be entitled to pledge or transfer the Goods as security.

8.8 If, prior to title passing to the Buyer:

8.8.1 Bridon has founded reason to believe the Buyer is in breach of clause 8.7, Bridon may demand the release of such Goods (§ 449 II BGB is expressly waived) and, after having set an adequate deadline for the release and following an announcement to the Buyer, may enter the Buyer’s premises (or such other premises where the Goods are stored) during normal business hours and remove such Goods, while neither the demand for release nor the removal of such Goods shall be deemed to be a rescission of contract by Bridon; or

8.8.2 the Buyer sells or otherwise disposes of the Goods or makes any insurance claim or comparable claim in respect thereof, the proceeds of any such sale or any such insurance or comparable proceeds are herewith assigned to Bridon. The Buyer is entitled to receive and request payment for claims described in this clause 8.8.2. despite the claims having been assigned. This entitlement can be revoked by Bridon at any time; or

 

8.8.3 the Buyer processes the Goods, the processing is carried out in the name and for the account of Bridon as manufacturer (Hersteller) and Bridon shall directly acquire ownership of the newly manufactured good(s) or – in case the newly manufactured good(s) consist of goods/materials supplied by several suppliers or in case the value of the newly manufactured good(s) is higher than the value of the Goods, Bridon shall acquire partial ownership (Bruchteilseigentum) of the newly manufactured good(s) proportionate to ratio of the value of the Goods to the value of the newly manufactured good(s). In case Bridon should not acquire such ownership as described in sentence one of this clause 8.8.3, the Buyer herewith transfers its future ownership or partial ownership (in the aforementioned ratio) of the newly manufactured good(s) to Bridon. In case the Goods are inseparably combined or intermingled with other goods in order to create one integrated product and if one of these other goods is consideredas the essential component (Hauptsache), the Buyer herewith transfers the partial ownership of the newly created integrated product to Bridon, if the Buyer owns the essential component.

9. WARRANTIES

9. 1 The Buyer has warranty claims only if it complies with its duty of examination and notice according to § 377 HGB. Bridon warrants to the Buyer by way of statutory warranty claims (gesetzliche Gewährleistungsansprüche), not as a guarantee (Garantie), that the Deliverables shall, in all material respects, be in accordance with the Specification and free from defects in design, workmanship or materials.

9.2 If the Buyer identifies a defect in the Deliverables, Bridon shall at its sole discretion rectify the defect by, either, repairing or replacing the defective Goods or re-performing defective Services as soon as possible after notification of the defect by the Buyer. Where Bridon supplies any replacement Deliverables in accordance with this clause, the provisions of the Agreement shall apply to such replacement Deliverables.

9.3 If the defects are not remedied or new goods are not delivered within a reasonable period of time after receiving notification of defects, the buyer shall be entitled at its own discretion to withdraw from the contract or demand a reduction of the purchase price.

9.4 The Buyer’s statutory warranty claims (Gewährleistungsansprüche) become time barred after a period of one year from the Delivery Date or – if applicable – examination of the Goods by the Buyer.

9.5 The supply of any replacement Deliverables by Bridon in accordance with this clause or the rectification of a defect by repairing the defective Goods or by re-performing defective Services shall not trigger a restart of the limitation period of one year with regard to the Buyer’s statutory warranty claims (Gewährleistungsansprüche). In case of the supply of any replacement Deliverables (Nachlieferung), the Buyer’s statutory warranty claims (Gewährleistungsansprüche) shall not become time barred before a period of six months from the Delivery Date of the replacement Deliverables or – if applicable – examination of the replacement Deliverables by the Buyer has elapsed.

9.6 Except as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement, whether by statute or otherwise, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care, are hereby excluded.

9.7 The exclusions and limitations of liability as set forth in this clause 9 do not apply in case of an intentional or grossly negligent breach of contract of Bridon or a person commissioned to perform the obligations of Bridon (Erfüllungsgehilfe) or in case of death or personal injury.

10. PRICE AND PAYMENT

10.1 Unless expressed otherwise in the Acknowledgement or elsewhere in the Agreement, all prices set out in the Quotation (“Price”):

(a) shall, subject to clause 10.3 remain fixed;

(b) are payable in the currency specified in the Quotation; and

(c) are exclusive of Value Added Tax or other applicable sales taxes.

If the Quotation states that payment is to be made by letter of credit, such letter of credit must be an irrevocable letter of credit satisfactory to Bridon and confirmed by a German or United Kingdom bank acceptable to Bridon. The letter of credit shall be for the price payable for the Deliverables and shall be valid for six months. The letter of credit shall entitle Bridon to

immediate cash payment on presentation to such German or United Kingdom bank of the appropriate documentation.

10.3 Bridon reserves the right to increase prices in the event the costs for raw materials and other materials necessary for the production of the goods to be delivered, increase considerably (at least 5%) after the contract has been concluded but before the contemplated delivery date. This also applies to contracts which provide for payment in currency other than Euro, where the Euro- exchange rate changes considerably (at least 5%). In these events Bridon shall have the right to adjust the prices accordingly.

10.4 Where not agreed upon otherwise in writing, payment of the purchase price shall be due immediately. In case a term for payment is agreed the Buyer will be in default (Zahlungsverzug) without further notice after the expiration of the term of payment; if no payment term is agreed the Buyer shall be in default (Zahlungsverzug) without further notice being necessary after the expiration of 30 days, commencing with the date of the invoice. In such event Bridon shall be entitled to claim default interest (Verzugszinsen) at 8 percent points (Prozentpunkten) above the applicable interest rate (base interest rate: § 288 II BGB). Bridon reserves the right to claim further damages caused by default (Verzugsschaden).

10.5 Payments shall be made by bank transfer to one of Bridon’s accounts listed on the invoice in the currency stated in the confirmation. A payment shall be deemed made when Bridon can dispose over the corresponding funds.

The Seller reserves the right to fulfil the order itself and invoice the Buyer directly and/or have the order fulfilled and invoiced by one of its Affiliates.

10.6 If the Buyer disputes any invoices, the Buyer shall immediately notify Bridon in writing and the Parties shall use Commercially Reasonable Efforts to resolve the dispute promptly. If the Parties have not resolved the dispute within 30 days of the Buyer giving notice to Bridon, the dispute shall be resolved in accordance with clause 19. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date.

10.7 If the Buyer fails to pay for any Deliverables in accordance with this clause 10 or, if Bridon has reasonable concerns about the financial viability of the Buyer, Bridon may suspend further performance of the Services or supply of the Goods without liability until payment or satisfactory security for payment has been provided.

10.8 All sums payable by the Buyer shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. If any deductions or withholding from sums due are required by law, the Buyer shall pay to Bridon such sum as will, after the deduction or withholding has been made, leave Bridon with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Background IP of a Party will remain the property of that Party.

11.2 Each Party hereby grants to the other a royalty-free, non-exclusive, non-transferable licence to use the other Party’s Background IP as required for the delivery of and/ or performance of the Deliverables or the use of such Deliverables in accordance with the terms of this Agreement.

11.3 Any Intellectual Property Rights created or developed by Bridon in the course of this Agreement will be owned by Bridon.

11.4 Each Party represents and undertakes to the other Party that the use of:

(a) its Background IP; or

(b) any materials, drawings, Specifications or information provided for the purpose of the Deliverables, will not infringe any third party’s Intellectual Property Rights.

12. DATA PROTECTION

12.1 The Buyer agrees that its personal data (personenbezogene Daten) within the meaning of the German Data Protection Code (Bundesdatenschutzgesetz) which arise during the commercial relationship may be used by Bridon and by the Bridon group for internal company purposes (gesellschaftseigene Zwecke).

12.2 Where Bridon is provided with Personal Data from the Buyer, the Buyer hereby confirms that it has obtained all necessary consents to allow Bridon to process such Personal Data as required for the purposes of this Agreement.

13. CONFIDENTIALITY

13.1 Each Party (the “Recipient”) undertakes to the other Party (the “Discloser”) to:

(a) hold all Confidential Information of the Discloser which it obtains in relation to this Agreement, in strict confidence;

(b) not disclose, or authorise the disclosure of, the Discloser’s Confidential Information to any third party other than pursuant to clauses 13.2, 13.3 and 13.4;

(c) not use, or authorise anyone to use, the Discloser’s Confidential Information for any purpose other than the performance of undertaking the Recipient’s obligations or the exercise of its rights or the receipt of any benefits pursuant to this Agreement; and

(d) promptly notify the Discloser of any suspected or actual unauthorised use or disclosure of the

Discloser’s Confidential Information of which the Recipient becomes aware and promptly take all reasonable steps that the Discloser may require in order to prevent, stop or remedy the unauthorised use or disclosure.

13.2 Each Party may disclose the other Party’s Confidential Information to its affiliates and their respective officers, directors, employees, contractors, advisors and auditors, but only to the extent, and provided, that such persons:

(a) need to know the Confidential Information disclosed to them;

(b) have been informed in writing of the confidential nature of the Confidential Information and the purpose for which it may be lawfully used; and

(c) comply with the terms of this Agreement in respect of the Confidential Information disclosed to them.

13.3 Clause 13.1 will not apply to Confidential Information to the extent that:

(a) such Confidential Information has been placed in the public domain other than through the fault of the Recipient;

(b) such Confidential Information has been independently developed by the Recipient without reference to the Confidential Information of the Discloser;

(c) the Discloser has approved in writing the particular use or disclosure of the Confidential Information;

(d) such Confidential Information was already known by the Recipient prior to the disclosure without an obligation of confidentiality; or

(e) such Confidential Information is independently received from a third party without any obligation of confidence and the Recipient has made reasonable enquiries that the third party owed no obligation of confidence to the Discloser.

13.4 Each Party may disclose the other Party’s Confidential Information if, and to the extent that, it is required to do so by a Regulator, a relevant stock exchange or otherwise by applicable law.

13.5 The obligations with respect to Confidential Information will survive termination of this Agreement.

13.6 Any exclusions or limitations of liability set out in this Agreement shall not apply to any liability of the Parties resulting from a breach of this clause 13.

14. INDEMNITIES

14.1 The Buyer will indemnify, defend and hold harmless Bridon, its Affiliates and each of their respective officers, directors, employees, suppliers, successors and assigns from any claims arising in relation to, or in connection with, any of the following:

(a) Bridon’s use of any designs, drawings, Specifications, defective materials or products supplied by the Buyer to Bridon (“Buyer Provided Items”) in respect of the Deliverables, and/ or incorporation of such items into the Goods;

(b) the incorrect incorporation, assembly, use, processing, storage or handling of Goods by the Buyer; and

(c) any fines or other penalties imposed upon Bridon as a result of the Buyer’s failure to comply with its obligations under clause 18.1(c) of these General Terms and Conditions.

14.2 Bridon will indemnify, defend and hold harmless Buyer, its Affiliates and each of their respective officers, directors, employees, suppliers, successors and assigns from any Claims arising in relation to, or in connection with:

• Buyer’s use of, or sale of, the Goods or use of the Services where such use infringes or misappropriates any Intellectual Property Rights of any third party, but excluding any Claims arising as a result of the use by Bridon of any Buyer Provided Items or incorporation of such items into the Deliverables.

15. LIABILITY

15.1 Bridon is liable pursuant to the statutory provisions of German law, if the damage is caused by an intentional or grossly negligent breach of contract, tortious act or other breach of statutory duty of Bridon or a person commissioned to perform the obligations of Bridon (Erfüllungsgehilfe) only unless a material contractual obligation (wesentlicheVertragspflicht) is breached.

15.2 To the extent Bridon is liable according to 15.1, the liability shall be limited to the amount of the foreseeable, typically occurring damages (vorhersehbarer, vertragstypischer Schaden).

15.3 Bridon is not liable for consequential damages.

15.4 Bridon’s total aggregate liability under this Agreement whether based on a claim in contract, tort, breach of statutory duty or otherwise arising out of, or in relation to, this Agreement, will be limited to the lesser of: (1) the Price paid or payable under this Agreement; or (2) one million Euro (EUR 1,000,000).

15.5 The exclusions and limitations of liability as set forth in this clause 15 do not apply in case of intentional behaviour of Bridon or a person commissioned to perform the obligations of Bridon, in case of guaranteed characteristics of the Goods and in case of death or personal injury.

15.6 The statutory provisions of the Product Liability Code (Produkthaftungsgesetz) shall remain unaffected.

16. FORCE MAJEURE

16.1 Neither Party shall have any liability or responsibility for failure to fulfil any obligation under this Agreement so long as, and to the extent that, the fulfilment of such obligation is prevented, hindered or delayed as a consequence of a Force Majeure Event.

16.2 The Party affected by the Force Majeure Event shall, as soon as reasonably practicable after the occurrence of the Force Majeure Event:

(a) notify the other Party of the nature and extent of the Force Majeure Event; and

(b) use Commercially Reasonable Efforts to commence performing such obligations as soon as possible or otherwise mitigate the effects of the Force Majeure Event by finding a work around to perform the obligation despite the Force Majeure Event.

16.3 Upon the occurrence of a Force Majeure Event, either Party will have the right to terminate all or part of the Agreement in accordance with clause 17.3.

17. TERMINATION

17.1 Without prejudice to any other rights or remedies it may have, Bridon may terminate this Agreement by giving notice to the Buyer if:

(a) the Buyer fails to pay any sums due under this Agreement within thirty (30) days after receiving notice of such failure to pay;

(b) the Buyer is unable to pay its debts or takes the following steps:

(i) ceases to carry on its business;

(ii) files a bankruptcy petition (Insolvenzantrag);

(iii) makes the declaration according to § 807 ZPO in lieu of an oath (Eidesstattliche Versicherung); or

(iv) if any similar event occurs under the law of any jurisdiction.

17.2 The Buyer may terminate this Agreement if Bridon commits a material breach of this Agreement and (if such breach is remediable) fails to take reasonable steps to remedy such breach within thirty (30) days of receipt of written notice of the relevant breach.

17.3 Either Party may terminate all or part of this Agreement where a Force Majeure Event, affecting either Party’s ability to perform its obligations under this Agreement, continues for a period of ninety (90) days or more.

17.4 The expiration or termination of this Agreement will not affect any accrued rights of either Party, including any right to receive any payments due but unpaid before expiration or termination.

18. MISCELLANEOUS

18.1 Compliance with applicable law

(a) Each Party shall, and shall procure that each of its Affiliates perform its obligations and exercise its rights pursuant to this Agreement in accordance with all applicable laws.

(b) Without prejudice to its obligations under clause 18.1(a), the Buyer shall:

(i) comply with its obligations under any applicable laws or regulations relating to bribery and corruption, and, in any event, will not act in such a way which may breach Bridon’s responsibilities under such laws or regulations; and

(ii) comply with Bridon’s policies relating to anti-bribery and anti-corruption, as notified to the Buyer from time to time.

(c) Each Party will retain responsibility for its compliance with all applicable export control laws and economic sanctions programs relating to its respective business, facilities, and the provision of Goods or Services to third parties. Bridon will not be directly or indirectly involved in the provision of Goods and/ or Services if such provision of Goods and/ or Services is prohibited by applicable export control or economic sanctions programs. “Applicable Export Control or Economic Sanctions Programs” include U.S. export control laws such as the Export Administration Regulations and the International Traffic in Arms Regulations, and U.S. economic sanctions programs that are maintained by the U.S. Government as well as Specially Designated Nationals and Blocked Persons programs.

(d) It will be the sole discretion of Bridon to refrain from being directly or indirectly involved in the provision of Goods and/or Services that may be prohibited by Applicable Export Control or Economic Sanctions Programs.

18.2 Assignment

(a) The Buyer shall not, without the prior written consent of Bridon, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under this Agreement.

(b) Bridon may at any time assign or novate all or any part of its rights and obligations pursuant to this Agreement, to any of its Affiliates or to a successor. All references in this Agreement to Bridon shall be construed as including any Affiliate or successor to which such rights or obligations (or both, as applicable) are assigned or novated.

18.3 Further Assurance

Each Party will do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement and give effect to this Agreement.

18.4 Required Consents

Each Party will and will procure that its Affiliates obtain all regulatory approvals, licenses or consents necessary to perform its obligations pursuant to this Agreement.

18.5 Waiver

No delay or omission by either Party in enforcing or exercising any right, power or remedy will impair that right, power or remedy or be construed to be a waiver of it. A waiver by either Party of any of its rights, powers or remedies or of any breach will not be construed to be a waiver of any other right, remedy or power or any succeeding breach. No waiver or discharge of any kind will be valid unless in writing and signed by an authorised representative of the Party against whom such waiver or discharge is sought to be enforced.

18.6 Severability

If a court of competent jurisdiction or other competent body decides that any provision of this Agreement is void or otherwise ineffective but would be valid and effective if appropriately modified then such provision will apply with the modification necessary to make it valid and effective. If such a provision cannot be so modified, the provisions’ invalidity or ineffectiveness will not affect or impair the validity or legal effect of any other provision of this Agreement.

18.7 No Partnership or Agency

Nothing in this Agreement creates a joint venture or partnership between the Parties. Except as expressly authorised in this Agreement, this Agreement will not create an agency relationship between the Parties and neither Party has any authority to, and will not, act, make representations or contract on behalf of the other Party.

18.8 Variations

No variation or addition to this Agreement shall be valid unless it is in writing and signed by authorised representatives of each Party. This also applies to a waiver of this written form requirement.

18.9 Entire Agreement

(a) This Agreement sets out the entire agreement between Bridon and the Buyer and supersedes all prior representations, agreements, negotiations or understandings between them relating to the subject matter of the Agreement.

(b) Each Party acknowledges that, in entering this Agreement, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in this Agreement.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 This Agreement shall be governed by and construed in accordance with German law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

19.2 Any dispute, controversy, claim or difference arising out of, relating to or having any connection with this Agreement (including a dispute regarding the existence, validity, interpretation, performance or termination of this Agreement) shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) (the “Rules”) which Rules are deemed to be incorporated by reference into this clause. The place of arbitration shall be Gelsenkirchen, Germany. The arbitral proceedings shall be conducted in the German or the English language. All documents submitted in connection with the proceedings shall be in the German or the English language or, if in another language, accompanied by a German or English translation. The arbitral tribunal shall be composed of

(a) three arbitrators if the amount in dispute is equal to or exceeds EUR 300,000.00, in which caseparty shall nominate one arbitrator and the third, who shall act as chairman, shall beappointed by the ICC; and

(b) one arbitrator in case the amounts in dispute are lower than EUR 300,000.00, in which case thearbitrator shall be appointed by the ICC.

Why this Web Privacy Policy ('Policy') and when does it apply?

NV Bekaert SA with headquarters in Bekaertstraat 2, BE-8550 Zwevegem, Belgium (hereafter ‘Bekaert, ‘we’, ‘us’, ‘our’) values your privacy and is committed to protecting your personal data in accordance with this Policy and applicable privacy laws.

Bekaert is the data controller that is responsible for the processing of any personal data through this Website. Data controller means Bekaert which, along or jointly with others, determines the purposes and means of the processing of your personal data. This Policy provides information on how we collect, use and protect your personal data that you provide to us when visiting our websites and social media pages, using our apps or contacting us.

For more information on how we use cookiesread our cookie policy

Acceptance of this policy and Consent

The use of this website is subject to this Policy. By providing personal data to us, you understand and agree to the collection, processing, international transfer and use of this data. Where required by applicable law, we will ask your explicit consent. You may always object to the use of your personal data for direct marketing purposes or withdraw any consent previously granted for a specific purpose by following the instructions in section ‘What are your rights?’

Which personal data do we collect?

We may use following personal data:

• contact information that allows us to communicate with you, such as your name, job title, age and prefix, username, mailing address, telephone numbers, email address or other addresses that allow us to send you messages, company information and registration information you provide on our website

• relationship information that helps us do business with you, such as the types of products and services that may interest you, contact and product preferences, languages, marketing preferences and demographic data
• transactional information about how you interact with us, including customer account information, order and contact information, transaction and correspondence history, inquiries, quotations, invoices, and information about how you use and interact with our website
• security and compliance Information that helps us to secure our interests, including information for conflict checks, fraud prevention and internal verification, as well as information necessary for the security of our premises, such as visual recordings
• technical information and unique device identifiers such as your IP address, operating system information, links clicked, pages visited, browser type, time zone setting, browser plug-in types, and referring websites of visitors to our website

 

For What purposes do we use your personal data?

We use your personal data for the following purposes:

• website improvement: maintaining, customizing and improving the Website;
• managing our relationship: managing our ongoing relationship with you, including interacting with you. fulfilling your orders and requests for quotations, invoices and other information, and providing other services related to your requests;
• marketing: promotional offers regarding Bekaert products and services; and
• business needs: managing our business needs, such as account management, product development, contract management, corporate governance, audit, and legal compliance.

We may collect and process your personal data based on the following legal grounds:

• your explicit and informed consent;
• the performance of a contract with you;
• legal requirements;
• the legitimate interests of Bekaert, which are our usual business activities.

Who has access to your personal data?

We may need to share your personal data with third parties:

• Third parties: a third party is a natural or legal person, agency or processor who provides or performs services and functions on our behalf. We may make personal data available to these third parties, to perform these services and functions. Any processing of that personal data will be on our instructions and compatible with the original purposes.
• Legal obligations: we may also make personal data concerning individuals available to public or judicial authorities, law enforcement personnel and agencies as required by law, including to meet national security or law enforcement requirements, and including to agencies and courts in the countries where we operate. Where permitted by law, we may also disclose such information to third parties (including legal counsel) when necessary for the establishment, exercise or defense of legal claims or to otherwise enforce our rights, protect our property or the rights, property or safety of others, or as needed to support external audit, compliance and corporate governance functions; Mergers & acquisitions: personal data may be transferred to a party acquiring all or part of the equity or assets of Bekaert or its business operations in the event of a sale, merger, liquidation, dissolution, or other

Bekaert may transfer your personal data to entities located in countries outside of the EEA, which do not offer an equivalent level of protection of personal data. In such cases, we will take measures to ensure that your personal data receives an adequate level of protection, such as Binding Corporate Rules, Standard Contractual Clauses or the EU/Swiss-US Privacy Shield Frameworks.

How do we protect your data?

We apply appropriate technical, physical and organizational measures that are reasonably designed to protect personal information, such as access control and back-up procedures. Your information will be stored on secured servers located in Western Europe.

 

How long do we keep your data?

Your information may be subject to retention periods set out by legal requirements. In this case, documents and data must be kept unaltered and available for the periods specified by national legislation. If there are no such requirements, we will only keep your information for as long as it is necessary for the purposes set out in this privacy policy. At the end of the retention period, we will delete or anonymize your data.

What are your rights?

You have the right to request from Bekaert access to and rectification or erasure of personal data or restriction of processing concerning you or to object to the processing as well as the right to data portability. You may also have the right to lodge a complaint with a supervisory authority we may decline requests that are unreasonable or may jeopardize the privacy of others or in case access is not required by applicable legislation.

You can send the above request by e-mail to privacy@bekaert.com.

Modification of this policy

We may change this Policy at any time without prior notice, you are advised to regularly consult it. Any changes to this Policy will become effective when we make the revised Policy available through the website. Your continued use of the website following such changes means that you accept the revised Policy.