1. Scope
1.1 This Agreement (“the Agreement ”) is made on the Effective Date between the Buyer (“You” or “Your” ) and Rehandel Platform which is the online B2B platform selling mobile phones (refurbished and used) globally, with its registered office located at 11 Jalan Mesin, #06-00 Standard Industrial Building, Singapore 368813 (“ Rehandel ”).
1.2 These terms and conditions set out the framework of the relationship between You and Rehandel (collectively, “us”/ “Parties”) with respect to the sale of Products (as defined hereinafter) by Rehandel to You.
2. Definitions
2.1 In this Agreement, terms used in capitalized form shall have the meanings assigned to them as under:
“Applicable Laws” shall mean the laws of the Territory.
“Business Day” means any day excluding the weekend, bank holiday and any public holiday in the Territory.
“Cancellation Fee” shall mean the fee payable by You to Rehandel as per Clause 5.3.
“Confidential Information” means all documentation, materials, and information that are disclosed by or on behalf of a Party or learnt by a Party in the course of or in connection with this Agreement relating to the disclosing Party’s operational, technical, financial and business affairs, products, services, designs, methods of product and service development, marketing strategies, future product development ideas and concepts, product and service line information and pricing, product and service line delivery options/mediums, financial operations, management structure, intellectual property, trademarks and patents or any other information relating to the disclosing Party’s business operations such as sales forecasts, marketing plans, prospect and/or customer lists, and/or specific processes relating to the company’s business or plans, the disclosing party’s customers, subscribers, vendors, lenders, borrowers, supplier, employees, etc., in whatever manner communicated and any other information that should be reasonably understood by the receiving Party to be proprietary and confidential to the discloser, or to a third party.
“Individual Contract” shall mean the contract between Rehandel and You, once Rehandel accepts a Purchase Order pursuant to Clause 5.2.
“Inventory List” shall mean the details of the Products provided in accordance with Clause 6.
“Damages” shall mean, (a) any and all monetary (or where the context so requires, monetary equivalent of) damages, fines, fees, penalties, losses (including without limitation any liability imposed under any award, writ, order, judgment, decree or direction passed or made by any Person) as determined by a court of appropriate jurisdiction pursuant to the terms of this Agreement, and out-of-pocket expenses, (b) subject to applicable law, any punitive, or other exemplary or extra contractual damages payable or paid in respect of any contract as determined by a court of appropriate jurisdiction or by the arbitrator, appointed pursuant to the terms of this Agreement, and (c) amounts paid in settlement provided that all such settlement is in accordance with this Agreement, interest, court costs, costs of investigation, fees and expenses of legal counsel, accountants, and other experts, and other expenses of litigation or of any claim, default, or assessment.
ERWRC Policy” is the exchange, repair, warranty, return and cancellation policy of Rehandel, provided on its website and may be updated from time to time.
“Force Majeure” means any event beyond the reasonable control of the Party affected, including war, hostilities, revolution, riots, civil commotion, strikes, lockouts, epidemic, fire, earthquake, flood, terrorism, explosion, act of God, any act of Government, espionage, network failure or failure of electronic transmission, default or failure of/ by any third party or any other cause beyond the control of the concerned Party.
“Incoterms” means the Incoterms 2010 rules as developed by the International Chamber of Commerce as amended from time to time.
“Intellectual Property Rights” means intellectual property owned, used or licensed (as licensor or licensee) by a person and includes without limitation any registered or unregistered trademarks, copyrights, patents, know-how, trade secrets, confidential information, proprietary information, proprietary processes (including, without limitation, business processes), customer lists, software (including all owned software and all third party software licenses), technical information, data, databases (including but not limited to customer data, sales data, etc.), process technology, plans, formulae, algorithms, moral rights, models, drawings and blue prints, all rights in internet web sites and internet domain names, all applications for registration, any of the foregoing and the right to apply for them in any part of the world in connection with the foregoing, whether negotiable or not and other similar types of intellectual property rights or forms of protection having equivalent or similar effect to any of the foregoing in any part of the world whether registered or capable of registration or not.
“Invoice” means an invoice raised by Rehandel for the supply of the Products, pursuant to the acceptance of the Purchase Order.
“New Products” means a new Product procured or caused to be procured by Rehandel for sale to You and includes refurbished Products.
“Products” means such devices as may be agreed to be purchased and sold between the Parties from time to time and shall include the New Products and Refurbished Products.
“Purchase Order” shall mean Your order to procure Products from Rehandel under Clause 4; through online mode including but not limited to verbal communication, hardcopy with company seal, electronic communication including WhatsApp/ email confirmation, telephonic confirmation, fax/ facsimile or recipient created purchase order which shall be accepted by You.
“Sale” means the sale of Products pursuant to this Agreement.
“Territory” means the Republic of Singapore.
“Restricted Person” shall mean those persons who are listed under the sanctions list maintained as per Applicable Laws or any of the sanctions list maintained by United Nations, European Union, any government department of the United States of America; including the amendments thereto.
“Restricted Territory” shall mean those countries/ territories to which export or import of Products is not allowed as per the Applicable Laws or any of the sanctions imposed by United Nations, European Union, any government department of the United States of America.
“Refurbished Products” shall mean such Products that are sold by Rehandel which have not been procured directly from the manufacturer and which have been sold to other customers prior to such Products being sold to Rehandel or You and it includes New Products.
“Rehandel Web Portal or Rehandel Website” is www.rehandel.com.
3. Interpretation.
The following rules of interpretation shall apply in the Agreement unless the context requires otherwise or is expressly specified otherwise:
3.1 Internal References. The terms “Clause(s)” and “sub Clause(s)” shall be used herein interchangeably. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement and not to any particular provision of this Agreement. The words “include”, “includes”, and “including” shall be deemed to be followed by the words “without limitation”.
3.2 Default Rules. Unless expressly contradicted or otherwise qualified, (i) all references to a person also refer to that person’s successors and permitted assigns, including permitted transferees; and (ii) the headings and titles in the Agreement are indicative and shall not be deemed part of the Agreement or taken into consideration in the construction of the Agreement
3.3 Time is of the essence. Time including extension thereof, is of the essence in the performance of the Parties’ respective obligations. “consent” of any Party shall always mean prior written consent.
3.4 Time is of the essence. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day.
4. Sale and Purchase
4.1Rehandel agrees to sell and deliver and You agree to purchase and take delivery of and make payment for the Products under this Agreement.
4.2This Agreement shall be valid and effective from the date when You agree to the terms of this Agreement (“Effective Date”).
5. Ordering Products
5.1You shall be required to submit a Purchase Order in respect of each request for provision of Product/s by Rehandel to You, which shall be in the manner and form stipulated by Rehandel. Rehandel shall have no obligation to confirm the validity of the Purchase Order or the authority of the person placing the Purchase Order.
5.2 In the event Rehandel accepts the Purchase Order, Rehandel shall confirm the sale of the Products and the Purchase Price thereof, by issuing an Invoice. Each Invoice shall be deemed to include all the terms specified herein. In the event of a conflict, the terms of this Agreement shall have precedence over the relevant Invoice. Each Purchase Order once confirmed pursuant to the Invoice, shall be deemed to be binding contract, with respect to the Products specified in the Purchase Order (“Individual Contract”).5.3If You cancel any Purchase Order, in whole or part, for a reason that does not constitute Force Majeure, after the date of Invoice, Rehandel shall not charge a cancellation fee, if the said Purchase Order was placed by mistake. However, if the Purchase Order is cancelled for the reason contrary to the above then You shall be entitled to follow Rehandel’s ERWRC Policy and shall be liable to pay the amount in accordance with the manner mentioned in Rehandel’s ERWRC Policy (“Cancellation Fee”). You shall have the right to revise or rescind the Purchase Order prior to the acceptance of the Purchase Order by Rehandel through Invoice. Rehandel shall have the right, to revise the Cancellation Fee, by issuing a 2 (Two) week prior notice at any time during the Term.
5.4In the event of a change in price, Rehandel shall have the right, to cancel the Purchase Order.
6. Inventory List
Rehandel may, from time to time, at its sole discretion, display on its website the Products available in its inventory (“Inventory List”). Rehandel shall specify the Purchase Price in the Inventory List.
7. Purchase Price
7.1 Purchase Price shall be payable, in the currency specified in the Invoice (“Specified Currency”). You shall be required to make the payment in the Specified Currency. You shall compensate Rehandel, with respect to foreign exchange loss, incurred by Rehandel, on account of You paying the Purchase Consideration in a currency other than the Specified Currency.
7.2The Purchase Price shall not include any local, state or federal taxes, including import/ export fee, duties, customs, value added tax, goods and service tax any other applicable taxes. Parties shall not be liable to tax liability accruing to the other Party including with respect to income arising from the transactions contemplated herein.
8. Invoicing & Payment Terms
You shall pay the Purchase Price in the manner specified on the Rehandel Web Portal by means of transfer to Rehandel’s bank account. The payment options are available when You proceed to check out after placing the Purchase Order. Rehandel shall suspend delivery of the Products, in the event Rehandel does not receive the Purchase Price from You. You shall pay the Purchase Price; without any deduction, set off, counterclaim, or any other claim whatsoever.
9. Shipment and Delivery of Products
9.1 The delivery of the Products under this Agreement and each Individual Contract shall be made as per the Incoterms. Rehandel shall deliver the Products as per the specifications in the Purchase Order and subject to the payment for the Purchase Price received within 30 (Thirty) days of the date of the Purchase Order.
9.2In the event the shipment is delayed beyond 30 (Thirty) days on account of Force Majeure, Rehandel shall strive to deliver the Products within 60 (Sixty) days of the receipt of the Purchase Price in accordance with Clause 9.1. In the event the shipment is delayed beyond 60 (Sixty) days, Rehandel shall refund the Purchase Price received from You subject to such deductions with respect to the Products delivered to You and any other reasonable deductions as per Rehandel’s discretion.
9.3 DHL is the exclusive logistics partner of Rehandel and will be taking up the shipment and delivery of the Products as per the Purchase Order.
9.4Rehandel shall not be responsible to You for any losses incurred by You in relation to any delay in the delivery of the Products outside the reasonable control of Rehandel, including but limited to, a delay on account of a Force Majeure Event or delay due to failure by a supplier of Rehandel or any other third party to deliver the Products to Rehandel or to You.
10. Inspection and Return of Products
10.1 Upon delivery of the Products, You shall inspect the Products and notify Rehandel within 30 (Thirty) Business Days of any shortage, loss, damage or other discrepancy between the Products delivered to You. You will have to write an email to Rehandel as per the ERWRC Policy of Rehandel. In the event You fail to notify Rehandel within 30 (Thirty) Business Days specified above, You shall not be entitled to raise any claim, including the claims related to shortage, loss, damage or other discrepancy between the Products delivered to You and the Purchase Order accepted by Rehandel and shall not be eligible for the exchange, repair or return as per the ERWRC Policy.
10.2 You shall retain the original packaging, tags and invoices with respect to Product(s) of which You notify Rehandel under Clause 10.1 for inspection by Rehandel. You shall deliver the Products at the location and in the manner specified by Rehandel.
10.3 In the event the claim raised by You under this Clause is determined by Rehandel to be reasonably justified, Rehandel may replace the Products, within 14 (Fourteen) days from the date when Rehandel communicates and confirms its decision to replace the Products. If Rehandel is unable to replace the Products due to any reason whatsoever, Rehandel may either refund the Purchase Price received with respect to the said Product/s or issue a credit note which may be adjusted against future sales if such future sales are on cash basis.
10.4 It is clarified that You shall not be entitled to raise a claim against Rehandel in relation to any damage or loss caused to any Product(s) after the delivery of the Product(s) to You.
10.5 You shall be required to pay 10% (Ten percent) deposit in advance for all goods sent on hold. You cannot cancel the Purchase Order once the same is confirmed by Rehandel. Except in the instance of the Products not conforming to the Purchase Order, You shall not have the right to reject the goods.
10.6 You shall be required to pay 10% (Ten percent) deposit in advance for all goods sent on hold. You cannot cancel the Purchase Order once the same is confirmed by Rehandel. Except in the instance of the Products not conforming to the Purchase Order, You shall not have the right to reject the goods.
10.6 You shall be required to bear all charges including but not limited to charges at forwarders destination including local taxes, duties and other ancillary charges.
11. Title and Risk
11.1 Property in and title to the Product(s) shall pass on to You, only after Rehandel has received the Purchase Price. Till the date and time, Rehandel receives the Purchase Price, Rehandel shall have lien on the Products even if such lien is not registered.
11.2The risk in Product/s shall pass on to You immediately upon the delivery of Product/s to You. Rehandel shall not be liable in any manner for any damage, losses or claims (unless expressly agreed under the terms herein) caused to any Product once it is delivered to You. Any or all risk or losses, injury including but not limited to injury to person or property, loss of life, or destruction of property shall not release You from any obligation under this Agreement or the Individual Contract. For the avoidance of doubt, this Clause shall not affect your rights in relation to the Products under Clause 11.1.
12. Restricted Territory/ Restricted Persons
12.1 Property in and title to the Product(s) shall pass on to You, only after Rehandel has received the Purchase Price. Till the date and time, Rehandel receives the Purchase Price, Rehandel shall have lien on the Products even if such lien is not registered.
12.2You shall not sell Used Products to countries which have banned or restricted the import or usage of used phones.
12.3 In the event You breach the terms of this Clause, Rehandel at its sole discretion shall have the right to:
12.4 Notwithstanding the above, You shall indemnify and hold Rehandel harmless against any loss or damage arising from the any action, investigation, enquiry or in general any action initiated by any governmental authority on account of Your breach of this Clause. Further, You shall indemnify and hold harmless Rehandel in the event any consumer matter is filed against You with respect to the Products. You shall provide such documents, information and details as may be required by the relevant government authority or the adjudicating body as the case may be, as required by Rehandel to defend itself against any action, investigation, enquiry or any action initiated by any governmental authority. You shall be liable to pay the penalty imposed by the government authority to the extent of the penalty, imposed by the government authority.
13. Product Warranties
13.1 Rehandel represents and warrants that it has all requisite rights to sell the Products to You pursuant to this Agreement.
13.2 With respect to the New Products, Rehandel shall not be providing any warranty. Warranties by the manufacturer or supplier of the Products shall be directly passed on to You. Any claims arising from the breach of warranties shall lie only with the manufacturer of the Products and Rehandel shall not be liable with respect to the same.
13.3 REHANDEL WARRANTS THAT THE PRODUCTS SOLD TO YOU HEREUNDER SHALL MEET THE SPECIFICATIONS OR THE GRADING POLICY, AS THE CASE MAY BE. REHANDEL UPDATES ITS GRADING POLICY ON ITS WEBSITE FROM TIME TO TIME. REHANDEL HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE CONCERNING THE PRODUCTS, WITHOUT LIMITATION, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13.4 You acknowledge and agree that except for the express warranties provided in this Agreement and any conditions and warranties imposed and required to be binding by statute in the Territory, all warranties, whether express, implied or statutory, all guarantees and all representations as to performance are hereby expressly excluded and disclaimed by Rehandel.
14. Product Liability
14.1 You represent and warrant to Rehandel that the Products will be used fully complying with all safety and operating procedures set out in the operations or service manuals provided by the manufacturer, if any, and instructions of Rehandel, if any, and all applicable laws and regulations regarding the safe handling and operation of the Products.
14.2 Rehandel shall not be liable for any costs, expense, loss or damage or liability arising out of or in relation to any claim made or threatened to be made by any third party due to death, bodily injury or property damage occurring or suspected to occur directly or indirectly out of the Products (collectively “the Product Liabilities”), including without limitation a claim based on Product Liability under applicable laws in each of the countries where Rehandel, Your or Your customer are located or the Products exist.
15. Privacy Laws
In the event any private data relating any individual is collected, processed or transferred pursuant to the terms of this Agreement, you shall ensure that you are compliant with the all applicable laws relating to the collection and transfer of such private data. In the event of your breach of this Clause, you shall indemnify and hold harmless Rehandel with respect to your breach. In this regard, the provisions of the Clause 19 shall apply to the extent applicable with respect to your obligation to indemnify Rehandel under this Clause.
16. Intellectual Property
16.1 Neither Party will acquire any rights, title or interest, in any of the Intellectual Property Rights belonging to the other Party, or the other Party’s licensors, suppliers, affiliates either directly or indirectly or by implication, estoppel or otherwise. All ownership rights, title and Intellectual Property Rights in and to the content accessed through the Product are the property of the applicable content owner and may be protected by copyright or other applicable laws. As between the Parties, Rehandel (and/or its licensors or suppliers/ manufacturers (if applicable) owns all Intellectual Property Rights in the Product.
16.2 Rehandel makes no warranty that purchase, importation into or possession, use, sale or other transfer of the Products, and end user or any third party will not infringe any patent, trademark, design, copyright, trade secret, know – how or other intellectual property rights belonging to a third party.
16.3 Rehandel assumes no liability whatsoever to You for any actual, claimed or threatened infringement of any intellectual property rights arising out of in relation to:
16.4 You are not permitted to use the trademark ‘Rehandel’ or any other trademark or trade name owned by Rehandel without Rehandel’s prior written consent. Your use of Rehandel’s trademark and trade name shall be subject to the terms and conditions assigned to such use by Rehandel. However, such right to use shall not give You the beneficial ownership in the goodwill and reputation attached to such trademarks. You shall not, in any way, represent that You are the owner of such trademarks or that You have the right to assign, transfer, or license the trademarks.
17. Representations and Warranties
17.1Each Party represents and warrants to the other Party that, as at the (i) date of execution of this Agreement, (ii) date of issuance of Purchase Order, and (iii) at all times till the termination of this Agreement and term of the Individual Contract:
- (a) it is a body corporate, duly organized, validly existing and in good standing under the applicable law of the jurisdiction of its organization, where applicable;
- (b) it has the power and authority and has not been restrained in any manner by any governmental authority to execute and deliver this Agreement, and, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement;
- (c) the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary actions (including all corporate and regulatory actions) and shall not contravene or breach any provision of its certificate of incorporation or by-laws or other constitutive documents, as applicable;
- (d) this Agreement has been duly executed and delivered by it and, constitutes a valid, legally binding and enforceable obligation; and
- (e) its officers and representatives described in this Agreement or issuing Purchase Orders from time to time are and shall have the authority to act for and on its behalf to consummate the transactions contemplated under this Agreement and each Individual Contract.
18. Indemnity and Limitation of Liability
18.1 You hereby agree to indemnify, defend and hold harmless Rehandel and its affiliates and directors, officers, employees and representatives, from and against any and all Damages incurred or suffered by Rehandel pursuant to:
- (a) any breach of any provisions of this Agreement;
- (b) any breach of laws applicable to it;
- (c) any fraud, gross negligence, default or misconduct in relation to Rehandel.
18.2 In the event any law implies any guarantees or warranties on Rehandel towards any Products, which by law, Rehandel cannot exclude, restrict or modify, except to a certain extent, then Rehandel limits its liability in such cases to the following:
- (a) replacement of such Product;
- (b) repair such Product at the cost of Rehandel; or
- (c) payment of costs to replace such Product.
18.3 To the extent permitted by law, Rehandel’s maximum liability under this Agreement towards You shall not exceed the total value of the Products sold by Rehandel under the relevant Individual Contract subject to the deductions, if any to the extent of revenues earned by You through onward sale of the Products.
18.4 IN NO EVENT REHANDEL SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCURRED BY OR CLAIMED AGAINST YOU IN CONNECTION WITH THIS AGREEMENT AND/ OR ANY INDIVIDUAL CONTRACT. YOU HEREBY EXPRESSLY WAIVE AND FORGOE ANY RIGHT TO PUNITIVE EXEMPLARY OR SIMILAR DAMAGES, IF ANY, THAT YOU MAY HAVE AGAINST REHANDEL HEREUNDER OR OTHERWISE.
19. Compliance with Laws
19.1 You shall at Your own expense, take all steps as may be required to comply with all laws and regulations. Further, You shall obtain all approvals and validations necessary for the proper performance of the obligations under this Agreement or the Individual Contract from the relevant governmental authorities including but not limited those relating to import, labelling, sale, distribution, delivery, storage and use of the Products and remittance of the Purchase Price under the terms herein.
19.2 You shall comply and cause your customers, agents, and any third parties to comply with applicable laws, orders, resolutions, and regulations in connection with the transactions contemplated hereby including environment compliance, if any.
20. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Singapore without giving effect to the conflicts of law provisions thereof. Courts in Singapore shall have the sole jurisdiction to resolve any disputes under the terms herein.
21. Termination
21.1 Term. This Agreement shall come into effect from the Effective Date and shall remain in force until terminated earlier in accordance with the terms hereof.
21.2 Termination without cause. This Agreement may be terminated by either Party without cause by giving a prior written notice of 30 (thirty) days to the other Party.
21.3 Termination for cause. Rehandel shall be entitled to forthwith terminate this Agreement, if You commit a default in paying the Purchase Price before the relevant due date specified in the Invoice. Rehandel shall be entitled to terminate this Agreement with 30 (Thirty) days’ notice, in the event You breach any of the terms of this Agreement (except default in making payment) and You fail to remedy such breach within the notice period specified in this Clause.
21.4 Automatic termination . This Agreement shall be automatically terminated if any of the following occurs:
- (a) either Party makes any voluntary arrangement with its creditors or become subject to an administration order;
- (b) either Party enters into liquidation or if bankruptcy or winding-up proceedings are instituted against either Party; and
- (c) either Party unable to obtain and/ or extend the relevant government licenses, approvals or permits necessary to perform its obligations under this Agreement.
21.5 Survival. Notwithstanding the termination of this Agreement, the clauses that by their nature survive the termination of an agreement, shall survive the termination of this Agreement.
21.6 In the event of termination of this Agreement under Clause 20, Rehandel shall be entitled to declare that all amounts due and payable by You under the Individual Contract, is immediately payable. Post such declaration, You shall be required to pay the amounts immediately. Further, Rehandel shall also be entitled to set off the amounts due and payable to Rehandel under this Agreement, with the amounts due and payable by You under any other agreement.
22. Confidentiality
22.1 Each Party shall keep in confidence any Confidential Information that it receives from the other Party with the same degree of care that it would use to protect its own Confidential Information and must not use the Confidential Information otherwise than for the purposes of performing its obligations or exercising its rights under this Agreement.
22.2 Each Party shall retain Confidential Information received from the other Party in a secure place. Access to such Confidential Information shall be limited to only those of such Party’s representatives who have a need to know such Confidential Information for the purposes of this Agreement and who have agreed to the confidentiality restrictions contained in this Agreement or who are otherwise under confidentiality and non-disclosure restrictions no less restrictive than this Agreement.
22.3 The obligations contained herein shall not apply to: (a) information which is now in or, prior to an alleged breach hereof, enters the public domain without a breach of this Agreement; (b) information known to the receiving Party prior to the time of disclosure by the disclosing Party or independently developed by the receiving Party’s representatives; or (c) information disclosed in good faith to the receiving Party by a third person legally entitled to disclose the same free of any non-disclosure restrictions. Further, it shall not be a breach hereof if a Party discloses Confidential Information received from the other Party, as required by law in the reasonable opinion of its counsel, provided that such Party shall have promptly notified the disclosing Party of any such disclosure obligation prior to such disclosure and provided further that the receiving Party shall have cooperated with the disclosing Party in its reasonable efforts to protect such Confidential Information from such disclosure.
22.4 Confidential Information is and shall at all times remaining the property of the Party disclosing such Confidential Information. No use of any Confidential Information is permitted except as specifically provided for in this Agreement. No express or implied license is hereby granted directly or indirectly under any patent or copyright now held by, or which may be obtained by, or which is or may be licensed by either Party.
22.5 Each Party agrees to keep confidential the limits and terms of this Agreement. Each Party agrees that each person involved in the performance of this Agreement on either Party’s behalf shall be made aware of and be bound to substantially similar confidentiality obligations.
22.6 Upon termination of this Agreement or at the request of the disclosing Party (whichever occurs first), such Confidential Information, if written, and any copies thereof, as well as any written summaries of any Confidential Information disclosed orally, shall be promptly returned to the disclosing Party upon written request, or destroyed at the disclosing Party’s option.
23. Miscellaneous
23.1 Notices.
- Unless otherwise provided herein, all notices, requests, waivers and other communications shall be made in writing, in the English language and by letter (delivered by hand, courier or registered post) and email (save as otherwise stated) (hereinafter referred to as “Notices” and the terms “Notify” and “Notification” shall be construed accordingly) and to the addresses of the Parties specified herein, unless the addresses or the authorized representative is changed by Notice.
- In the event a Party refuses delivery or acceptance of a Notice under this Agreement, it shall be deemed that the Notice was given upon proof of the refused delivery, provided the same was sent in the manner specified in this Agreement.
- If a Notice which is not delivered in accordance with the provisions of this Agreement is acknowledged by an authorized representative of a Party, then such Notice shall be deemed to have been validly delivered in accordance with the terms of this Agreement without regard to the provisions of this Clause 23.1.
23.2 Assignment. You shall not transfer, assign, mortgage, charge or otherwise encumber or dispose of any of its rights under this Agreement without the prior written consent of Rehandel.
23.3 Amendment. No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by all the Parties to this Agreement.
23.4 Waiver. No delay or omission in the exercise of any right, power or remedy accruing to any Party, upon any breach or default of any other Party under the terms herein, shall impair any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring or of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under these terms or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.
23.5 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future Applicable Law (a) such provision shall be deemed to be excluded; (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Without prejudice to the foregoing, the Parties hereto shall mutually agree to provide a legal, valid and enforceable provision as similar in terms and effect to such illegal, invalid or unenforceable provision as may be possible.
23.6 Force Majeure. Neither Party shall be considered to be in default of performance of its obligations under the terms of this Agreement or for indemnification provided for hereunder, if such performance is prevented or delayed due to a Force Majeure Event. The Party affected by Force Majeure Event shall continue to perform its respective obligations under this Agreement, which are not affected by the Force Majeure Event and may take steps as are reasonably necessary to remove the causes resulting in Force Majeure Event, if possible within its control and to mitigate the effects/consequences thereof. Each Party shall inform the other Party of any occurrence, event or incident of which it becomes aware which might adversely affect its ability to perform its obligations under this Agreement, including without limitation, any Force Majeure Event which could reasonably be expected to adversely impact the day-to-day functioning or the business of the Party.
23.7 Relationship. Except as stated in this Agreement, nothing in this Agreement or in any document referred to in it shall constitute any of the Parties a partner of the other, nor shall the execution, completion and implementation of this Agreement confer on any Party any power to bind or impose any obligation on the other Party or to pledge the credit of the other Party.
23.8 Counterparts. This Agreement may be executed in one or more counterparts and delivered by hand, despatched by courier or registered mail, email or other electronic means and shall be as effective as executing and delivering this Agreement in the presence of the Parties. Each such counterpart shall be deemed to be an original, and all such counterparts shall constitute one agreement.
23.9 The Parties shall comply with all Applicable Laws and other laws which may be applicable in performance of the terms of this Agreement and standards of jurisdiction applicable to such Party’s performance of obligations under this Agreement. Specifically, the Parties shall refrain from activities and shall have procedures in place to prevent activities which are illegal, unethical or which might bring either Party or the Products into disrepute, or which might constitute or represent a serious conflict of interest or which might give the appearance of impropriety. This includes all applicable domestic and international anti – corruption laws and regulations which prohibits corrupt offers, directly or indirectly to government official (including any government employees or candidate for public office or any employee of a government owned or government-controlled company, public international organization or political party) to secure any improper commercial advantage. The Parties shall not make any payment to induce officials to perform routine functions they are otherwise obligated to perform, also known as “facilitation payments”. Furthermore, the Parties shall refrain from making any payment to any person in a manner which would constitute or have the purpose of public or commercial bribery or the acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. Breach of this Clause by either Party will entitle the other Party to immediately terminate this Agreement.