Terms and conditions of trade and delivery

The Terms and Conditions of Trade and Delivery shall be binding for the sale and purchase of the products between the Buyer and the Seller, if the Seller is POULTRY BRASOV SRL (Ltd.) headquartered in Codlea, extravilan Codlea-Sibiu road km.2, county of Brasov, phone number: 0792754882, registered with the Trade Register Office attached to the Brasov County Court under no. J8/794/25.06.2002, tax number: RO14713543, mailing address: Codlea, extravilan Codlea-Sibiu road km.2, county of Brasov.

These Terms are freely accessible on www. szekelycsurke.ro _. By concluding the sale-purchase agreement or any other agreement or by accepting the documents in which reference is made to these Conditions, the Seller and the Buyer accept them and expressly declare that they have taken cognizance of them and express their willingness to abide by them in their mutual business relations.

The Seller has the right to amend or supplement these Conditions at any time, in the event of a change in legislation or a change in the manner of carrying out its business activity.

 

1. DEFINTIONS

In these Conditions, unless the context indicates otherwise, the terms below have the following meaning:

Order: a request sent by the Buyer to the Seller regarding the purchase by the Buyer of the Seller’s Products.

Conditions of Supply and/or Conditions: means these conditions of supply of the Products.

Offer: means the proposal submitted by the Seller to the Buyer regarding the sale of the Products described and subject to the Offer, in accordance with these Conditions. The Offer includes these Conditions and shall apply to all and any Products/batches mentioned therein.

Delivery Point: FCA (Incoterms Edition 2020) Codlea, county of Brasov –  Sanpaul, county of Mures, Romania, unless otherwise stated in the Offer.

Products: means

(I) any products according to the assortments included in the Seller’s standard product offer and/or

(II) any products that the Buyer has requested the Seller to produce according to the instructions, characteristics and particular specifications included in the Order, and which are to be specified and provided to the Buyer according to the Offer.

Subsequent Order: if the Products related to the Offer are to be delivered in several stages (successive orders), a successive order is a division of the Offer to be delivered:

(I) at certain time intervals predetermined according to the Offer or

(II) according to the Buyer’s requests submitted under the terms of the Offer, notifying the Seller at least 10 (ten) working days in advance of the type/quantity of the Products to be supplied in the respective successive order.

 

2. APPLICATION OF CONDITIONS

2.1. These Conditions shall prevail in all cases and shall apply to all sales made by the Seller, excluding all and any conditions of the Buyer. The Offer together with these Conditions constitutes the entire agreement between the Parties regarding the sale/purchase and delivery of the Products.

2.2.  The Buyer acknowledges that it has not relied on any statement, promise, warranty or presentation made or given by or on behalf of the Seller not provided for in the Offer.

2.3.  The Offer and these Conditions have been issued, negotiated and concluded between professionals. The Seller and the Buyer expressly confirm that all the clauses contained in the Offer and in this document, including the clauses related to the limitation and/or aggravation of liability, limitation of action, the right to suspend the performance of obligations, the limitation of the right to raise exceptions or other clauses that, if not subject to negotiations, would be qualified as standard clauses under Sect. 1.203 of the Romanian Civil Code, correspond to their free will, following bilateral negotiations. The Buyer has accepted the Offer not being influenced or coerced by anyone or in a state of necessity, while recognizing that there is an equivalence between the mutual performances, thus waiving the invocation of the provisions relating to the unforeseeability of contracts. The Buyer understands the meaning of the terms used in the drafting of the Offer and agrees to their content.

 

3. QUALITY

3.1. All information regarding the Products and their qualities, communicated verbally or in writing by the Seller, is transmitted in good faith, but shall not represent a statement by the Seller on the suitability of the Products.

3.2. The characteristics of the Products contained in the statements and public presentations of the Seller or its agents, including but not limited to advertisements, flyers, catalogues, websites or other materials, are part of the Offer only if they are expressly contained therein.

3.3. The Buyer is solely responsible for the correctness, accuracy and compliance of its claims regarding the Products and the information it requests to be written on the Products and/or on their packaging as well as regarding the characteristics/specifications mentioned in the Order and hereby declares that all of the above do not contravene, in whole or in part, any legal provisions applicable in the countries/regions where the respective Products shall be transported/delivered/marketed, etc.

 

4. TITLE AND RISKS

4.1. The Buyer becomes the owner of the Products, and the risk regarding the Products shall pass to the Buyer at the time of their loading into the means of transport.

4.2.       If the price of any Products has not been paid in full at the due date, the ownership right over those Products shall be transferred and shall belong to the Seller, at its option, based on a written notification sent by the Seller in this respect, following that:

(I) all amounts (including partial payments) paid by the Buyer in connection with such Products shall be retained by the Seller as compensation,

(II) The Buyer shall pay to the Seller within 5 (five) calendar days from the notification sent by the Seller in this respect all costs of transport, handling, recovery, repackaging, relabelling, storage and sale for the respective Products and, as the case may be:

(III) all costs related to all ingredients, packaging and any other customization elements purchased/ordered/integrated by the Seller for/in the manufacture of the Products. The Parties irrevocably agree that this penalty is a fair advance estimate of the damage suffered by the Seller as a result of the Buyer’s failure to pay the entire price related to the Products at the due date.

 

5. DELIVERY:

5.1. The delivery of the Products shall be carried out pursuant to FCA terms (Incoterms Edition 2020) Codlea, county of Brasov – Sanpaul, county of Mures, Romania.

5.2. The Buyer undertakes to take over the Products in full and on time in accordance with those contained in the Offer.

5.3.  In case:

(I) for any reason whatsoever, the Buyer (and/or its intermediaries, including the contracted carrier) does not take over the Products on the date on which they are ready for delivery,

(II) The Seller cannot deliver the Products on time due to the Buyer’s failure to provide the appropriate instructions, documents, licenses, authorizations, etc. or

(III) The Buyer does not accept the delivery,

then all amounts related to that successive Offer/Order shall become due in advance on the date on which the Buyer was to take over the Products, and the Buyer shall pay them in full to the Seller within 10 (ten) calendar days from that date.

5.4. If the Buyer

(I) pays to the Seller all the amounts mentioned above within the aforementioned deadline, the Seller shall store the Products, at the Buyer’s risk and cost, for a period of a maximum 1/3 of the validity term of the Products from the date on which the amounts related to the Order became due in advance. If, within the aforementioned term, the Buyer does not take over all the Products, the ownership right over those shall pass free of charge to the Seller, and the Buyer shall pay to the Seller, within 5 (five) calendar days from the notification sent by the Seller in this respect, the equivalent value of all costs incurred in repackaging, relabelling, handling, storage, transport and sale or, as the case may be, destruction of the Products, and any amounts paid by the Buyer in connection with the Products shall be retained by the Seller as compensation;

(II) fails to pay to the Seller all the amounts mentioned above within the aforementioned term, the ownership right over them shall pass free of charge to the Seller, and the Buyer shall pay to the Seller, within 5 (five) calendar days from the notification sent by the Seller in this regard, the equivalent value of all costs incurred in repackaging, relabelling, handling, storage, transport and sale or, as the case may be, destruction of the Products, and any amounts paid by the Buyer in connection with the Products shall be retained by the Seller as compensation.

5.5 If the Seller is responsible for the transport of the products, the Buyer undertakes to unload the means of transport upon its arrival at the address provided for in the Order, within the time agreed by the Parties, which under no circumstances may exceed more than 3 (three) hours from the time when the means of transport reached the established address, otherwise, in addition to the costs incurred by the Seller (i.e., transport, handling, insurance, etc.), the Buyer shall be liable for any other  expense incurred by the parking of the means of transport due to the Buyer’s failure to fulfill the obligation provided for in this Section.

5.6. In case of errors regarding the delivery address, when entering the delivery data (i.e. street, number, contact person, telephone number, etc.) the Seller shall not be responsible for the impossibility/delay of delivery of the Products and for the additional expenses related to the delay.

 

6. WARRANTIES

6.1. The Seller guarantees that the Products sold comply with the specifications and labelling provided in the Offer. The Seller excludes all other warranties of any kind, express or implied, relating to merchantability, fitness for a particular purpose or any other matter relating to the Products, whether used alone and/or in combination (i.e. incorporated) with other products.

 

7. COMPLAINTS

7.1. Complaints for alleged apparent deficiencies/defects of the Products must be communicated to the Seller within 24 hours of the Buyer becoming aware of them, but in no case later than 3 (three) working days from the delivery of the Products. Complaints for alleged non-apparent deficiencies/defects of the Products must be communicated to the Seller within 3 (three) working days from the date when the Buyer became aware of them, and the detailed reasons for the complaint must be confirmed within 7 (seven) working days from the same date. In all cases where complaints/motivation are not made according to sect. 15.1. below and received by the Seller within the aforementioned term, the Buyer shall be deemed to have waived the right to make any claims and is fully satisfied as to the characteristics, quality and quantity of the Products.

7.2. No complaint shall be accepted (the Seller shall not be liable to the Buyer or any other third party) if:

(I) The products (in whole or in part) have been modified, repackaged, relabelled or processed in any way,

(II) The products have not been stored/handled in optimal conditions, according to the Seller’s instructions,

(III) The Buyer has not proven that the claimed product comes from the Seller and/or if (IV) the Seller, having the opportunity to inspect the Products, accepts, within a maximum of 10 days of receipt of the reasoned complaint from the Buyer, the replacement of the claimed Products.

7.3. Complaints must be accompanied in all cases by the Product(s) themselves (which are the subject of the complaint). Under no circumstances shall the destruction/modification/alteration of the Products complained of be accepted until they are viewed and inspected by a representative of the Seller. An inspection report shall be signed by the representatives of the two Parties in this regard.

7.4. Notwithstanding the foregoing, the Seller shall not be responsible for any qualitative and/or quantitative deficiencies of the Products caused as a result of transport, unless the transport of the Products is carried out by the Seller by its own means of transport.

7.5. Complaints regarding the characteristics, quantity and/or quality of the Products do not entitle the Buyer to:

(I) block/delay etc. the payments due to the Seller for that order and/or for any other order and/or,

(II) in the case of Products to be delivered in several Successive Orders, to block/delay, etc., the request/delivery of subsequent Successive Orders.

 

8. LIMITATION OF LIABILITY

8.1. The total liability of the Seller (including, but not limited to, the liability for acts or omissions of its employees, agents, representatives, affiliates and subcontractors) towards the Buyer, of a contractual, tort nature (including negligence or breach of statutory obligations), misleading or otherwise, arising in connection with the performance of the Offer shall in all cases be limited to:

(I) replacement of the improper Products with the characteristics specified in the Offer or

(II) reimbursement of the purchase price of such defective Products.

8.2. The remedy is at the sole choice of the Seller. In all cases, the aforementioned measures shall be applied only subsequently and subject to the delivery to the Seller, in an unaltered state (according to the condition upon delivery), of all improper Products. The Seller shall not be liable to the Buyer for any indirect loss or damage (nor for unrealized profits, loss of business, loss of goodwill, image damage caused to the Buyer and/or its brand/brands, costs/expenses for withdrawing products from the market or otherwise), costs, expenses or other claims for subsequent damages of any kind arising out of or in connection with the Offer and/or the Products contained therein.

8.3. At the same time, the Seller shall not be liable to the Buyer, and the latter shall bear all the consequences (including but not limited to the payment of fines, losses resulting from/as a result of the withdrawal of the Products from the market, withdrawal/suspension of any authorizations, etc.) of the actions taken by the public or private authorities/institutions/bodies with control duties in the country/countries in which the Products were placed on the market directly/indirectly (including by the resellers). If applicable, the Buyer shall fully protect and indemnify the Seller as soon as possible from the date of submission by the Seller of any claim for compensation in this regard. In order to avoid any doubt in this regard, the Seller is responsible and will pay only the fines due exclusively to the Seller’s fault, applied by the public or private authorities/institutions/bodies, etc. with control duties.

 

9. PRICE AND PAYMENT

9.1. The price of the Products includes their delivery to the Delivery Point and does not include any taxes, fees, excise duties, etc., which shall be borne and paid by the Buyer in accordance with the law. The Seller may at any time request from the Buyer proof of payment thereof and, if it deems it necessary, postpone the delivery, in whole or in part, of the Products (without being liable to the Buyer for such postponement) until the date on which the Buyer makes the proof, satisfactory to the Seller, regarding the payment of all applicable taxes, duties, commissions, excise duties, etc.

9.2. The Buyer shall pay any amounts due to the Seller in full, without any deduction, compensation, to the account indicated by the Seller, within 5 (five) calendar days from the date of the invoice. The payment term is the core of the agreement between the parties. The Buyer may not set off amounts due to it against amounts due to the Seller by the Buyer.

9.3. Without prejudice to any right or remedy of the Seller under these Conditions and/or provided for by applicable law, in the event of non-payment or late payment of the price of any Products or any other amounts due to the Seller, the Buyer is automatically in default, without notice and without the intervention of the court, the Seller being entitled to charge a penalty interest of 0.25%/day for each day of delay, calculated at the value of the unpaid amount, until its full payment. Interest may exceed the principal amount due.

9.4. If the Buyer fails to pay to the Seller on time any amounts due and payable, the Seller shall have the right to condition/delay/cancel any deliveries, without having any liability to the Buyer, until the Buyer has paid all the due amounts. The Buyer shall reimburse the Seller within 5 (five) calendar days from the notification sent by the Seller in this respect, all administrative and legal expenses incurred by the Seller for the recovery of any amounts payable by the Buyer.

9.5 In order to guarantee the payment of the Products and, as the case may be, the costs for transport and delivery, the Buyer:

(I) shall make available to the Seller at least 2 (two) working days prior to the date of delivery of the Products a letter of bank guarantee governed by the Uniform Rules for Demand Guarantees (URDG) of the International Chamber of Commerce (ICC) Paris, Publication 758 of 2010 and by the legislation of Romania (where URDG does not provide for special regulations), irrevocable, unconditional, transferable and enforceable, without objections, at the first request of the Seller, issued by a first rank bank, previously accepted by the Seller and confirmed by its bank, for an amount at least equal to the total value of the Products and all transport and delivery costs (if any) related to the Order, valid for a period of at least 5 (five) days from the due date of the related invoice(s) (the „Letter of Bank Guarantee”) or,

(II) shall pay to the Seller, in advance, 2 (two) days before the date of delivery, as communicated by the Seller, 100% of the value of the respective Order/delivery plus the value of the transport and delivery costs, according to the invoices issued by the Seller, or, at his choice

(III) agrees that the Seller should conclude with a third party banking company or specialized financial institution a factoring commercial contract or a financial insurance agreed with credit insurance companies. The Seller is free in choosing the factoring company and the financial credit insurance is accepted by the Seller only for and limited to COFACE, Atradius and Allianz Trade (Euler Hermes).

9.6. In the case of Orders involving successive deliveries of Products, at least 2 (two) working days prior to the date of the first delivery, the Buyer may, at its option

(I) to provide a Letter of Bank Guarantee for 50% of the value of the entire Order, valid for at least 5 (five) days from the due date of the invoice(s) related to the last delivery or

(II) shall pay to the Seller in advance 50% of the value of the entire Order, the amount to be retained by the Seller as a guarantee for the payment of the amounts related to the Products and, as the case may be, to the transport and delivery, and shall be deducted from the value of the last invoice(s) issued to the Buyer for that Order.

9.7. If the Buyer

(I) does not make available to the Seller the Letter of Bank Guarantee, respectively

(II) does not pay the warranty requested by the Seller as previously established,

The Seller, if it deems it necessary and without being liable to the Buyer, may postpone the delivery, in whole or in part, of the Products until the date on which the Buyer satisfactorily fulfills its obligations regarding the provision of the Letter of Bank Guarantee and/or the payment of the guarantee.

9.8. In the case of orders involving only the delivery of standard (non-customized) products from the Seller’s offer, the Seller will be able to accept their delivery without the provision of guarantees as described in the previous paragraphs for a maximum of one shipment. A new shipment may be delivered only after the full payment of the previously issued invoice, even if it has not reached the due date according to the payment term agreed by the parties.

 

10. CANCELLATION OF ORDERS

10.1. Without prejudice to any other remedy that the Seller has under these Conditions, if the Buyer cancels, in whole or in part, any Order that was the subject of an accepted Offer, the Buyer shall pay to the Seller within 5 (five) calendar days of the notification sent by the Seller in this respect a penalty in the amount of 30% of the (total) value of that Order or, as the case may be, of that Successive Order, as compensation for the losses suffered by the Seller as a result of that cancellation plus any costs, losses or compensations incurred by the Seller as a result of the cancellation of the Order.

10.2. The Parties irrevocably agree that the aforementioned penalties represent a fair advance estimate of the damage suffered by the Seller as a result of the cancellation by the Buyer, in whole or in part, of the respective Order and do not exclude the Seller’s right to recover any other amounts due by the Buyer under these Conditions.

 

11. TERMINATION OF THE CONTRACT

11.1. Without prejudice to any right or remedy of the Seller under these Conditions and/or provided for by applicable law, if the Seller does not receive full payment in respect of any Products by the due date, the Seller may unilaterally terminate the Agreement (the agreement between the Parties), by a statement of termination, addressed in writing to the Buyer, without notice of default, without the intervention of the courts and without any other prior formality, and the Buyer shall pay within 5 (five) calendar days of the notification sent by the Seller in this regard a penalty in the amount of 50% of the total value of the Offer for customized products, and 25% of the total value of the Offer for standard (non-customized) products of the Seller’s offer, plus any costs, losses or damages incurred by the Seller as a result of the termination.

11.2. The Parties irrevocably agree that the aforementioned penalties are a fair advance estimate of the damage suffered by the Seller as a result of the termination of the Agreement by the latter and do not exclude the right of the Seller to recover any other amounts due by the Buyer under these Conditions.

 

12. FORCE MAJEURE

12.1. The Seller may postpone the date of delivery, cancel any Offer or decrease the volume of the Products ordered by the Buyer (without being liable to the Buyer), if it is prevented or delayed  in carrying out its activites due to circumstances beyond the reasonable control of the Seller including, but not limited to, natural phenomena, governmental actions, war or national emergencies or defence needs, riot, civil unrest, fire, explosion, flood, adverse weather conditions, parasites, diseases, epidemics, facility closures, prohibitions, embargoes, import or export regulations, work facilities, transport facilities, accident, machinery or apparatus failures, strikes or other labor disputes, restrictions or delays affecting carriers or impossibility or delay in obtaining adequate or suitable supply of raw materials, including fuel and energy. If the respective event lasts for an uninterrupted period longer than 30 (thirty) calendar days, the Buyer shall have the right to give written notice to the Seller to cancel the Order. Force majeure events shall not invalidate payment obligations which are due.

12.2. Under no circumstances shall the Buyer’s lack of funds be a Force Majeure Event or an unforeseeable event that relieves the Buyer from liability under the provisions of this document and/or applicable law.

 

13. INTELLECTUAL PROPERTY

13.1. The Seller owns or has the right to exercise intellectual property rights over the Products in its portfolio, including, but not limited to, trademarks, patent rights and know-how. The Buyer shall not infringe any intellectual property rights related to the Products.

13.2 Any reproduction, copying, modification, use for commercial purposes, in whole or in part, of the trademarks owned/used by the Seller, without the prior written consent of the Seller, is strictly prohibited.

13.3. In the case of products marketed under the Buyer’s own brand or of third parties, the Buyer is responsible for the observance of the intellectual property rights of third parties and is directly responsible and shall immediately indemnify the Seller for any claims that may be raised against the Seller for non-compliance with intellectual property rights.

 

14. APPLICABLE LAW

Any disputes arising out of or in connection with the Offer shall be construed in accordance with the Romanian legislation and shall be submitted for settlement to the competent courts at the Seller’s premises.

 

15. MISCELLANEOUS

15.1. Notifications sent to a Party shall be made in writing at the premises of that Party and shall be sent by letter with acknowledgment of receipt, courier or fax/email with acknowledgement. Notices or other communications shall be deemed to have been received: if delivered personally, when delivered to the addresses mentioned above; if delivered by courier, on the date and time when the courier’s delivery note is signed; or, if sent by fax/email, one business day after their transmission.

15.2. The Buyer may not assign, transfer and/or subcontract in any way, in whole or in part, any of its rights or obligations under the Offer without the prior written consent of the Seller.

15.3. The Buyer has no right to act on behalf of the Seller or to create obligations incumbent on the Seller. The Buyer acts as an independent professional when reselling the Products, doing so in its own name and at its own risk and expense, in compliance with the obligations assumed towards the Seller herein. The Offer creates rights and obligations only between the Seller and the Buyer. The Seller does not assume any obligations towards the buyers/users/consumers of the Products resold by the Buyer.

15.4. The Buyer declares that

(I) he has obtained and holds all the corporate approvals necessary for the signing of the Offer and for the valid fulfillment by the Buyer of all the obligations contained in this document, (II) the signing and execution of all the obligations contained in the Offer has been duly and validly authorized by the decision-making bodies of the Buyer,

(III) the person who signed the Offer validly represents the Buyer and that

(IV) The Buyer has the financial capacity and has the financial resources necessary to fulfill, within the terms agreed with the Seller, all the obligations incumbent on the Buyer.

15.5. A substantial change in the circumstances under which the Buyer accepted the Offer, such as a decrease in turnover, impairment of the possibility of resale, change in the Purchase Policy or the financial status of the Buyer, etc., shall not constitute grounds for modification or termination (in any way) by the Buyer of the Agreement between the Parties.

 

16. CONFIDENTIALITY

16.1. Except for the affiliated companies or those of the group to which they belong, respectively the legal and tax consultants of the Parties involved in the performance of the Agreement (and only to the extent that they are subject to equivalent confidentiality obligations), the Parties undertake to keep, even after the termination of the contractual and/or collaboration relationship between them for any reason, the secrecy and confidentiality of the information related to the terms and conditions provided for in the Offer and not to disclose, publish or make use of such information without the written consent of the other Party.

 

17. PERSONAL DATA PROTECTION

17.1. The Parties undertake to process the personal data obtained by virtue of the performance of this Agreement in compliance with the principles laid down by data protection legislation (principles of lawfulness, fairness, transparency, accuracy, accountability, limitations regarding purpose and storage). For the purposes of this Agreement, the data subject to processing may refer to: first name, surname, position, e-mail address, telephone number.

17.2. The purpose of data processing is the execution of the provisions of this Agreement. The processing may not be extended for other purposes unless the Parties expressly agree or there is a legal obligation that entitles the Party to process the data.

17.3. The Parties undertake to keep personal data confidential. Each of them guarantees that access to the data subject to processing will only be allowed to the employees responsible for that contractual relationship.

17.4. Each of the Parties undertakes to implement reasonable physical, technical and administrative security measures to prevent incidents such as loss, misuse, unauthorized access, disclosure, alteration or destruction of personal data. In the event of a data protection incident, either Party shall notify the other within 24 hours.

17.5. Each of the Parties undertakes not to communicate personal data transmitted by the other Party to any third party with the following exceptions (i) there is a legal ground or (ii) there is a contractual ground and the Party has expressed its consent. Upon termination of the contractual relationship, the Parties undertake to discontinue the processing of personal data, unless (i) a legal obligation requires further processing or (ii) the exercise of certain rights in court and / or before the authorities of the State with control duties, situations in which the Parties will continue to be bound by confidentiality.

 

18. COMPLIANCE WITH LAW AND ETHICAL RULES

18.1. The Buyer agrees to comply with all legal regulations in force for the industry, agricultural, chemical and other statutory industries of the Seller’s business.

18.2. The Parties condemn all forms of bribery and undertake to comply with the applicable anti-corruption regulations in the course of their business and in connection with this Agreement/Convention/Contract.

With regard to the foregoing, they agree as follows:

The Parties shall not commit, authorize or permit any action that would cause the Parties and/or their Affiliates to violate any of the national or European anti-corruption laws or regulations in force.

The Parties undertake that, in connection with the performance of this Agreement/Convention/Contract and thereafter, neither directly nor indirectly:

1. Not to offer, promise financial benefits or material benefits (i) to government officials, (ii) health professionals, (iii) to employees of the other Party (iv) to business partners of the other Party or business partners of affiliates of the other Party involved in the performance of the Agreement/Convention/Contract, (v) nor to relatives of the persons listed above in order to ensure undue influence or undue commercial advantage;
2. Not to seek or accept any financial or other material or personal benefits from (i) employees of the other Party or employees of affiliates of the other Party, (ii) business partners of the other Party or business partners of affiliates of the other Party involved in the performance of the Agreement/Convention/Contract, (iii) relatives of the persons listed above, (iv) and other third parties to ensure undue influence or undue commercial advantage.

18.3. The Parties declare that the business negotiations prior to the conclusion of this Agreement/Convention/Contract have not been influenced, directly or indirectly, by any financial advantage or other unjustified material advantage, personal benefit or promise to provide it to the Parties or their representatives.

18.4. Each Party is responsible for ensuring that its own employees and the employees of affiliated companies as well as their business partners involved in the performance of the Agreement/Convention/Contract comply with the Anti-Corruption Laws.

18.5. The Parties shall notify each other promptly if they become aware of or have suspicions of any form of corruption related to the negotiation, conclusion or performance of this Agreement/Convention/Contract, respectively of the adjacent contracts. The Party becoming aware of any act of corruption related to the negotiation, conclusion or performance of this Agreement/Convention/Contract and the adjacent Agreements/Conventions/Contracts is bound to notify the competent judicial authorities, specialized in preventing and combating corruption. If one of the Parties behaves contrary to the Anti-Corruption Laws or a reasonable suspicion arises in this respect, the Parties shall consider that this is a serious breach of the Agreement/Convention/Contract and, in this case, the aggrieved Party shall have the right to terminate the Agreement/Convention/Contract with immediate effect.

 

19. FINAL PROVISIONS

If any of the provisions of these General Commercial Conditions is or becomes null and void or changes, this shall not affect the validity of the other provisions.