TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

1.    Interpretation a

1.1 In these Conditions, the following definitions apply: 

1.2 In these Conditions, the following rules apply: 

2.    Basis of Contract 

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3.    Delivery 

4.    Quality 

5.    Title and risk 

6.    Supply of Services 

7.    Price and payment 

8.    Customer's insolvency or incapacity 

9.    Customer’s Obligations 

10.    International Supply Contract 

11.    Installation and Takeover 

12.    Intellectual Property Rights 

13.    LIMITATION OF LIABILITY – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION 

14.  Force majeure 

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. 

15. Held Harmless 

The supplier shall not be liable and ‘’held harmless’’ for any implications or consequences caused by its failure or delay in performing its obligations under the contract, to the extent that such failure or delay was caused by unforeseen or unavoidable technical issues with a project or piece of equipment that were beyond the supplier’s reasonable control.  

16.    Confidential Information

17.    General 

18 IPP’s Brexit clause/Terms and Conditions

In the event of Brexit, if either Party considers that the consequences of Brexit materially increase the costs of it performing its obligations under this Agreement and/or reduces its income under this Agreement and/or otherwise adversely affects the benefit it derives from this Agreement, such Party may give notice to the other of the same, and shall promptly supply such details and evidence of such consequences as may reasonably be required by the other Party. Within fourteen (14) days of the other Party receiving such notice, the Parties shall discuss in good faith and agree whether any amendments are required to this Agreement as a result of Brexit, such that the provisions of this Agreement maintain the same overall balance of obligations, benefits, liabilities and risk between the Parties as applied at the date of this Agreement. The Parties agree that the imposition of tariffs and other trade barriers relating to the subject matter of this Agreement and not in existence at the date of the Agreement shall be considered a change in the overall balance.