- DEFINITIONS
These General Terms and Conditions of Sale shall be the basis for all supply of goods (e.g. systems, components) or services by ERMA FIRST ESK Engineering Solutions S.A. (hereinafter ‘ERMA FIRST’) to the Buyer and in this context the following expressions shall have the following meanings:
Contract means the particular conditions for the sale of goods and/or services by ERMA FIRST to the Buyer or, if there shall be none, ERMA FIRST’s quotation and, when applicable, the written confirmation of order (in either case including their appendices).
Buyer/Buyer means the company, entity or individual described in the Contract as Buyer/buyer of goods and/or services.
Seller means the company issuing the invoice in respect of the Products.
Conditions means these Conditions of Sale.
Products means any products agreed in the Contract to be supplied to Buyer by the Seller (including any part or parts of them).
Services means the services agreed in the Contract to be supplied to Buyer by the Seller (including any part or parts of them).
EULA means any End User License Agreement or similar document used to license or supply Products or Services to the Buyer;
Incoterms means the international rules for the interpretation of trade terms of International Chamber of Commerce as in force at the date when the Contract is made.
Order means each individual purchase order or independent order subject to separate fulfillment whether delivered in one or several installments.
Party/Parties refer to ERMA FIRST and/or the Buyer, as the case shall be.
Specifications means the technical definition and/or description stipulated in the Contract or, in the absence of such stipulation and for all aspects not covered therein, ERMA FIRST’s technical definition and/or description in force at the date of the Contract.
Confidential information means any information in any form relating to our technology, business or affairs or those of our affiliates which is either marked as confidential or is confidential by its nature that is disclosed by ERMA FIRST to the Buyer or is obtained by the Buyer in connection with a Contract whether disclosed before, on or after the date of a Contract and includes any data provided in connection with any the Products or Services;
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
In case of contradiction the order of precedence shall be as follows:
Ι. Contract
ΙΙ. Quotation/Specifications
III. General Conditions of Sale
IV. EULA (if applicable)
- QUOTATIONS
2.1. Unless otherwise stated, quotations are valid for acceptance within thirty (30) days from their issuance and are subject to confirmation by ERMA FIRST at the time of such acceptance may withdraw a quote by notice to the Buyer.
2.2. Quotations are submitted for acceptance as a whole based on all their terms and conditions and any reduction or increase in the quoted scope of supply may result in a variation in the price.
2.3. Quantity, Description and Use: The quantity and description of Products or Services ordered shall be as set out in ERMA FIRST’s quote. ERMA FIRST reserves the right to make any changes to the specifications or range of Products and Services or frequency of supply at any time without prior notice. The Buyer agrees to use Products and Services and to store Products only in accordance with any instructions ERMA FIRST provides.
- ENTIRE AGREEMENT, VARIATIONS, SUSPENSION AND CANCELLATION
3.1. Unless otherwise expressly agreed in writing by ERMA FIRST the present General Terms and Conditions of Sale shall be deemed incorporated in all quotations and Contracts for the sale of goods and services by ERMA FIRST to the Buyer. Together with any other warranties, terms, conditions and representations expressly referred to in the Contract and forming part thereof, they represent the complete agreement of ERMA FIRST and the Buyer regarding the sale of goods and services, superseding all previous agreements, arrangements and understandings, if any, in relation to such sale. There are no promises, terms, conditions, oral or written, express or implied, other than these General Terms and Conditions of Sale and those contained or expressly referred to in the Contract. Any terms or conditions or provisions or any document which conflict with or modify or are in addition to the Contract not signed by ERMA FIRST shall not form part of the Contract or apply to the sale and purchase of the goods and services.
3.2. Any verbal communication resulting in variations or amendments of the original agreement between the Parties shall be reviewed by the seller’s and/or Buyer’s representatives and shall not be effective unless mutually approved by the Parties and thus documented in writing bearing signatures.
3.3. Any variations of the General Terms and Conditions (including by way of changes to the drawings or otherwise), cancelled or suspended except with the approval in writing of both Parties and the effective date of such amendment, cancellation or suspension shall be the date of its written acceptance by both Parties. The Buyer shall be liable to reimburse ERMA FIRST for any costs or expenses incurred by ERMA FIRST as a result of such variation, cancellation or suspension upon receipt of a statement from ERMA FIRST regarding same. Cancellation charges shall in no event exceed the price of the items cancelled.
3.4. ERMA FIRST’s catalogue, brochures, price lists, reports and recommendations, whether in electronic or any other form, do not constitute offers made by ERMA FIRST. All information and data contained therein shall be binding on ERMA FIRST only to the extent that they are by reference expressly incorporated in the Contract.
3.5. ERMA FIRST may deliver Products or Services by separate instalments. Each separate instalment constitutes a separate Contract and may be invoiced separately and must be paid for in accordance with the agreed terms.
Once ERMA FIRST have acknowledged an order the Buyer may not cancel it unless ERMA FIRST agree in writing. ERMA FIRST may require the Buyer to meet costs incurred because of the cancellation.
- DRAWINGS AND TECHNICAL DOCUMENTATION
4.1. ERMA FIRST reserves the right to make any necessary alterations to the drawings and technical documentation relating to the goods without prior notice.
4.2. All weight data shall be considered as approximate indications only, unless expressly confirmed as binding by ERMA FIRST with the limitation of possible available resources. All samples, drawings, descriptive matter, specifications and advertising issued by Seller and any descriptions or illustrations contained in Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.
4.3. ERMA FIRST shall, within the time specified in the particular conditions of sale, provide information and drawings which are necessary to permit the Buyer to operate and maintain the goods. ERMA FIRST shall not be obliged to provide manufacturing drawings for the goods or for spare parts. Unless agreed otherwise by the Parties, the information and drawings shall be in the English language.
- DELIVERY AND RISK
5.1. The goods shall be delivered in accordance with the rules and regulations laid down in Incoterms 2020, EXW Piraeus/Perama, Greece, unless agreed otherwise by the Parties in the relevant Contract, if any, and the title and risk in the goods shall pass accordingly.
5.2. ERMA FIRST accepts no responsibility and/or liability for losses caused by delays in delivery, unless previously agreed upon in writing by the Parties and when it can be proved that the delay is solely ERMA FIRST’s fault.
5.3. If the Buyer fails to take delivery of any of the equipment or any other product which is part of ERMA FIRST’s range of products, on the date agreed to in the Contract, it shall be liable to ERMA FIRST for any loss occasioned by such failure or refusal or any charges thereby incurred by ERMA FIRST and a charge of 1.5% of the price of such goods per month for their care and custody. Failure by the Buyer to issue applicable payment guarantee (letter of credit, bank guarantee, etc.) as per the agreed dates shall have the same consequences.
- INSTALLATION AND COMMISSIONING
6.1. Installation of equipment or parts shall be performed by Buyer in accordance with ERMA FIRST’s instructions and procedures. ERMA FIRST may supervise the installation, pre-commissioning and commissioning of the equipment at day rates and expenses to be agreed. All consumables and support shall be on Buyer’s account.
6.2. If commissioning of goods is agreed, the Buyer shall give at least three (3) weeks prior notice of the commissioning date. If the Buyer fails to do so, ERMA FIRST cannot guarantee resources to be available at the requested time. A pre-commissioning report shall be prepared by the Buyer and returned to ERMA FIRST. ERMA FIRST must receive the report before any engineers or technicians are sent to the site. Costs incurred by ERMA FIRST due to the system not being ready despite a report to that effect shall be charged by ERMA FIRST to the Buyer.
- PRICES
7.1. Unless otherwise stated in the Contract, prices are net, EXW Piraeus/Perama, Greece. Insurance, carriage costs and other costs, if any, will be charged additionally. Value Added Tax and similar taxes, levies or duties will be added at appropriate rate, where applicable.
7.2. The price for installation of the goods is not included in the purchase price unless expressly stated to the contrary in the Contract, if any.
7.3. ERMA FIRST reserves the right to increase the price by the amount of increased costs due to changes, corrections or alterations by the Buyer to the Specifications, information, terms and conditions on which the Contract was based or due to interruptions, delays, errors or mistakes affecting the installation or commissioning and for which ERMA FIRST is not responsible. In case of error based on ‘Client’s Specifications’ any extra cost that may arise as a result of that shall be borne by the Buyer subject to the price schedule contained in the Contract, if any. ERMA FIRST may also increase prices to cover any increases due to market / external environment conditions which affect ERMA FIRST at the date of dispatch.
- Delivery, Risk and Property
8.1. Unless otherwise agreed in writing by the Buyer, ERMA FIRST shall deliver Products to the address specified by the Buyer within the agreed timeframe.
8.2. If ERMA FIRST is delivering Products, ERMA FIRST will be responsible for any damage or loss in transit provided that the Buyer notifies ERMA FIRST (or ERMA FIRST’s carrier if applicable) within 7 days of delivery (or the expected delivery date in the event of non-delivery). ERMA FIRST will then repair or replace any lost or damaged Product. If the Buyer does not notify ERMA FIRST within the above agreed period, the Buyer will be deemed to have accepted the Products delivered.
8.3. Where Products are supplied for export from Greece, the Buyer must comply with any legislation about the import of Products into the country of destination and the export and re-export of the Products and the Buyer is solely responsible for the payment of any duties involved in any part of the transiting process.
The Buyer shall become the owner of a Product when ERMA FIRST has received payment in full.
- COMPENSATION AND PAYMENT
9.1. ERMA FIRST shall be compensated in accordance with the prices, rates, payment terms and credit terms contained in the Contract or in the Purchase Order.
9.2. If applicable, correct payment guarantee (letter of credit, bank guarantee, etc) shall be received by ERMA FIRST prior to the time of delivery as specified in the Contract. The applicable payment guarantee shall be irrevocable, confirmed and payable on unconditional first demand. All charges for confirmation and amendments shall be for the account of the applicant.
9.3. The Buyer shall not withhold any part of the price whether by reason of set-off, counterclaim or for any other reason. Payment shall be deemed effective when full payment in the agreed currency has been made freely available to ERMA FIRST.
9.4. Payment shall also be made if unimportant parts or documents are missing which do not prevent the goods from being used.
9.5. If any payment under the Contract shall become overdue, ERMA FIRST may (without prejudice to any of its other rights) charge interests on the overdue amount at ERMA FIRST of one percent (1%) per calendar month from the first day of delay. Payment of such interest does not release the Buyer from its obligation to make payments on the agreed dates and terms.
9.6. Furthermore, in case of late payment, ERMA FIRST may, after having notified the Buyer in writing, suspend its performance of the Contract until it receives payment.
9.7 All bank charges are on Buyer’s account and are not included in the price. Payment shall be made in the currency and in the manner indicated in the relevant invoice.
- FINANCIAL RISK
10.1 If the Buyer makes any composition or arrangement with creditors, or goes into liquidation, or if a receiver or administrative receiver is appointed in respect of all or any of the Buyer’s assets or if the Buyer fails duly to pay for any goods or if any other insolvency proceeding or event is commenced or occurs in relation to the Buyer or if the financial circumstances of the Buyer do not justify the payment terms previously agreed, ERMA FIRST may either require payment in cash of all or the full outstanding balance of the price before dispatch of the goods remaining to be delivered or may cancel further deliveries and services without prejudice to any other rights or remedies of ERMA FIRST.
- INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
11.1. All drawings and technical documentation and generally all intellectual and industrial property rights relating to the goods or their manufacture, installation or commissioning submitted by ERMA FIRST, prior or subsequent to the formation of the Contract shall remain the property of ERMA FIRST and shall not, without the written consent of ERMA FIRST, be used for any other purpose than that for which they were provided. They may not, without the consent of ERMA FIRST, otherwise be used or copied, reproduced, transmitted or communicated to a third party (except to the end customer of the goods as disclosed by the Buyer and agreed to in the Contract) or be used for the manufacture, design or any other unauthorized purpose, unless expressly accepted by ERMA FIRST.
11.2. ERMA FIRST (or the people licensing or supplying ERMA FIRST) will retain the Intellectual Property Rights in Products and Services provided to the Buyer and in all documents supplied to the Buyer by ERMA FIRST and in any developments and enhancements. In relation to Software, if applicable, the Buyer is only buying the media on which the Software is recorded. Any license to use the Software shall not carry the right to grant sublicenses and shall be non-transferable to third parties. For the avoidance of doubt title to, copyright in and ownership of any intellectual property (including but not limited to designs, models, data, documents, patents, copyrights, discoveries, inventions, native files) shall remain the property of the ERMA FIRST.
11.3. The Buyer will not copy, reproduce, translate, adapt, vary or modify any Products or Services.
11.4. The Buyer agrees to give ERMA FIRST reasonable assistance in relation to the protection of the Intellectual Property Rights.
- RETURN OF GOODS
12.1. Goods supplied in agreed quantity and quality may only be returned to ERMA FIRST if preliminary agreement to do so exists. Unless otherwise stated in such agreement, goods will be credited with invoiced price minus twenty percent (20%) to cover administrative expenses and inspection. ERMA FIRST reserves the right to further deduct costs for special technical inspection and/or to repair the goods when deemed necessary.
- WARRANTY
13.1. ERMA FIRST warrants that the goods will meet the Specifications. Unless specifically agreed otherwise in the Contract, the goods are guaranteed for a period of twelve (12) months from the date of their commissioning or eighteen (18) months from the date of their delivery EXW Piraeus/Perama, Greece, whichever shall be the earlier.
13.2. Where ERMA FIRST are not the manufacturer of a Product, ERMA FIRST will use reasonable efforts to transfer to the Buyer the benefit of any warranty or guarantee given to ERMA FIRST by the manufacturer or supplier.
13.3. During the warranty period, ERMA FIRST undertakes upon written request of the Buyer, at ERMA FIRST’s discretion, to repair, replace or refund the price of any parts of the goods delivered (other than consumable items) which can be proved to be damaged due to bad material, faults in design, poor workmanship or which fail to meet the Specifications. ERMA FIRST will not be liable for a breach of the warranties contained in this section, unless the Buyer gives ERMA FIRST written notice of the defect or poor performance within 15 days of the time the Buyer discovers it.
13.4. The warranty shall not be effective and shall not be relied upon by the Buyer in the event of:
13.4.1. The goods having been at any time, during the period beginning with their delivery EXW Piraeus/Perama, Greece, stored, handled, transported, installed, maintained or operated in a manner inconsistent with ERMA FIRST’s then current technical requirements or in the absence thereof, in accordance with generally accepted practices in the industry or the alleged defect having been caused by accident, neglect or events beyond ERMA FIRST’s control occurring after delivery of such goods EXW Piraeus/Perama, Greece, or
13.4.2. Normal wear and tear; or
13.4.3. Use or conditions affecting the operation of the goods which are unusual or not reasonably foreseeable in relation to the conditions of use of operation provided for in the Contract; or
13.4.4. Use of the goods in connection with non- ERMA FIRST parts, spares or materials which have not been approved expressly by ERMA FIRST; or
13.4.5. Repairs, alterations or customization carried out without ERMA FIRST’s written consent or repairs executed by others than ERMA FIRST.
13.4.6. Any repaired or replacement Products will be under warranty for the unexpired portion of the period referred to in Section 13.2.
13.4.7. Where ERMA FIRST provides Services, these are provided “as is”.
13.5. The Buyer shall, without delay, and in no case later than fifteen (15) days after discovering the defect which they believe may constitute a breach of warranty, notify ERMA FIRST’s After Sales Services in writing. Such notice shall consist of a duly completed warranty claim with details (such as serial number, model, capacity etc.), photographs and any additional information the Buyer and/or ERMA FIRST may deem relevant. Upon ERMA FIRST’s acceptance of the validity of a warranty claim, it shall issue to the Buyer a warranty acceptance. The Buyer shall then at their cost, return the goods to ERMA FIRST, if so requested. If there is a reason to believe that the defect may cause damage to person(s) or property, notice shall be given immediately after discovering the defect and may be given by phone or e-mail followed by the appropriate complete written notice as described above.
13.6. If the Buyer fails to notify ERMA FIRST of the defect within the time specified above, it shall lose its right to have the defect remedied.
13.7. For valid warranty claims, ERMA FIRST shall carry out troubleshooting, dismantling and/or re-installation of the defective part if this, in ERMA FIRST’s opinion, requires special knowledge. If such special knowledge is not required in ERMA FIRST’s opinion, ERMA FIRST shall have fulfilled its obligation in respect of the defect when it delivers a duly repaired or replacement part to the Buyer EXW Piraeus/Perama Greece. If troubleshooting, dismantling or re-installation of parts necessitates an intervention in equipment other than supplied one, the labor and cost incurred thereby shall be borne by the Buyer.
13.8. Unless otherwise agreed, transport and customs brokerage costs of defective parts to and from ERMA FIRST shall be on the Buyer’s account and risk and if troubleshooting, dismantling or re-installation, repair or replacement is carried out at the location of the defective parts then ERMA FIRST shall be entitled to full compensation for travel, accommodation and labor incurred in travel to and from such location. Such compensation shall be determined in accordance with the then applicable provisions of ERMA FIRST’s Field Service Rate Schedule.
13.9. If the Buyer gives notice of a defect and no defect is found which the warranty covers, ERMA FIRST shall be entitled to full compensation for the work and costs incurred by reason of the notice having been given wrongly.
13.10. The Buyer shall provide ERMA FIRST free of charge with all necessary access and other facilities and all information required to enable ERMA FIRST to ascertain or verify the nature and cause of the defect claimed and to carry out its warranty obligations.
13.11. The provisions of the foregoing warranty are given in lieu of and replace, exclude and extinguish all and every other condition or warranty on the part of ERMA FIRST, written or oral, whether express or implied by statutes, convention, code or decree, regulation, common law, trade usage, custom or otherwise.
13.12. If fifteen (15) days after the expiration of the warranty period the Buyer has made no specific written claim under the terms of the warranty, ERMA FIRST shall be released from such warranty obligations.
13.13. ERMA FIRST shall not give a system warranty unless such system was commissioned by ERMA FIRST itself or a company duly authorized by ERMA FIRST. Except as otherwise expressly provided herein, ERMA FIRST makes no representations or warranties, whether express, implied or statutory, regarding the equipment, including, without limitation, implied warranty of merchantability or fitness for a particular purpose.
- LIMITATION OF LIABILITY
14.1. ERMA FIRST will indemnify the Buyer against liability or loss incurred by the Buyer for bodily injury, death of a person or property damage that result from ERMA FIRST’s negligent acts or omissions or defaults in workmanship. Notwithstanding anything to the contrary herein or in any quotation, purchase order or Contract and to the fullest extent permitted by law, the aggregate liability of ERMA FIRST and its affiliates, officers, employees, agents, sub-contractors and representatives to the Buyer, whether in contract, tort (including negligence) or otherwise, will be limited to the price of goods and/or services stipulated in the Contract and shall exclude any indirect, consequential, special or economic loss, loss of profit, loss of use, loss of contracts, cost liability, damages or expenses howsoever arising. ERMA FIRST will not be liable to the Buyer for any breach of its obligations unless written notice of the claim is given to ERMA FIRST within one (1) month of the Buyer having notice of the event forming the basis for the claim.
14.2. In particular, and for the avoidance of any doubt, ERMA FIRST will not be liable for any loss or damage caused by defects in products or manuals provided by ERMA FIRST but produced by third parties.
14.3. The Buyer will indemnify ERMA FIRST against any loss or damage to property or injury to or death or any person caused by any negligent act or omission or breach of this Contract by the Buyer. The Buyer will also indemnify ERMA FIRST for all damages, claims, losses, costs, demands and expenses suffered or payable by ERMA FIRST as a result of the Buyer’s breach of the Contract; and/or introduction of any error, corruption, or defect in the Software.
- TERMINATION
15.1. Notwithstanding anything else to the contrary herein or in any quotation, purchase order or Contract regarding suspension, each Party shall be entitled to suspend the performance of its obligations where it is clear from the circumstances that the other Party will not be able to perform its obligations. A Party suspending its performance shall forthwith notify the other Party thereof in writing.
15.2. If the Buyer has not paid the amount due within the agreed credit terms, ERMA FIRST shall be entitled to terminate the Contract immediately by notice in writing to the Buyer, to refuse to provide further goods or services to the Buyer and to claim compensation for the loss it has incurred. The compensation shall not exceed the Contract price.
15.3. ERMA FIRST may terminate a Contract or any part of it after a written notice sent to the Buyer upon the request of a regulatory body or in the event ERMA FIRST is no longer able to provide a Product or Service. ERMA FIRST may also immediately terminate a Contract or any part of it or immediately suspend any further deliveries of Products or provision of Services if:
- The Buyer breaches any material provisions of a Contract or EULA;
- an EULA is terminated;
- a Supplier terminates or suspends the provision of products/services;
Upon termination of a Contract for any reason the Buyer must pay, settle any outstanding invoices, stop using any Software and Services and any EULA in force will terminate automatically.
- FORCE MAJEURE
16.1. No Party shall be in breach of any of its obligations or be liable to the other Party if it fails to perform or delays the performance of an obligation as a result of an event beyond its reasonable control, including but not limited to, strikes, industrial disputes, fire, flood, act of God, war, insurrection, vandalism, sabotage, invasion, riot, national emergency, piracy, hijack, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, temporary closure of roads, legislation, regulation, order or other act of any government or governmental agency.
16.2. The Party claiming to be affected by force majeure shall notify the other Party in writing without delay on the intervention and cessation of such circumstance.
16.3. If force majeure prevents the Buyer from fulfilling its obligations, it shall compensate ERMA FIRST for expenses incurred in manufacturing, delivering, securing and/or protecting the goods.
- JURISDICTION AND APPLICABLE LAW
17.1. Any quotation, purchase order and Contract between the Parties and the present General Terms and Conditions of Sale shall be governed by Greek law (unless otherwise expressly agreed in the particular conditions of Sale), excluding its rules for choice of law but including the application of the United Nations Convention on Contracts for the International Sale of Goods.
17.2. Any dispute, controversy or claim relating to or arising from any quotation, purchase order or Contract and the present General Terms and Conditions of Sale or their breach, termination or validity and which has not been settled by the negotiations of the Parties shall be finally settled in arbitration and in accordance with the Arbitration and Rules of Piraeus Association for Maritime Arbitration (PAMA). Arbitration proceedings shall take place in Piraeus, Greece and be conducted in the English language. The award shall be fully enforceable and not be subject to appeal.
17.3. Alternatively, ERMA FIRST shall have the right to raise a claim against the Buyer in the Greek Courts of Piraeus or at the Buyer’s domicile as it may consider appropriate.
17.4. This Clause shall survive the termination of the Contract between ERMA FIRST and the Buyer and be fully binding.
- CONFIDENTIALITY
18.1. The Buyer agrees as follows:
- to hold Confidential Information in confidence and not to disclose or allow it to be disclosed to anyone without our written permission;
- only to use the Confidential Information for the fulfilling of the Contract;
- to keep the Confidential Information safely and securely using the same degree of care as the Buyer uses for their own Confidential Information;
- not to copy the Confidential Information except as may be reasonably necessary for fulfilling the Contract.
The obligations set out in Section above will not apply to Confidential Information which:
- at the time of ERMA FIRST disclosing it to the Buyer, it is in the public domain;
- after ERMA FIRST disclosing it to the Buyer it comes into the public domain unless because of the Buyer’s breach of the Contract;
- was lawfully obtained at any time by the Buyer from a third party without restrictions in respect of disclosure or use;
- was independently developed by the Buyer other than by a breach of this Contract;
- the Buyer is required to disclose by law.
18.2. Where Confidential Information relating to one of ERMA FIRST’s affiliates is disclosed to the Buyer, that affiliate may enforce this Contract against the Buyer and will have the same rights under this Contract as ERMA FIRST and the Buyer will owe the same duties and obligations to that affiliate as the Buyer do to ERMA FIRST. In addition, any losses suffered or incurred by an affiliate as a result of breach of this Contract (“Affiliate Loss”) by the Buyer may be treated as if suffered or incurred by ERMA FIRST and ERMA FIRST shall be entitled to enforce this Contract against the Buyer and to recover the Affiliate Loss. This Section of confidentiality will survive termination or expiry of the Contract.
- GENERAL
19.1. Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its affiliate companies that any act or omission of any such other company shall be deemed to be the act or omission of Seller only.
19.2. Each right or remedy of Seller and Buyer under the Contract is without prejudice to any other right or remedy, whether under the Contract or otherwise.
19.3. No waiver by Seller or Buyer of any breach of the Contract, including these Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver by Seller or Buyer of any breach of, or any default under the Contract shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
19.4. If any provision of the Contract, including these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partially invalid or unenforceable, it shall, to the extent of invalidity or unenforceability be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
19.5. Buyer’s rights and obligations under the Contract may not be assigned or transferred to any third party without the written consent of Seller. Such consent is not to be unreasonably withheld.
19.6. The Buyer warrants to ERMA FIRST that the supply of Products and Services to the Buyer and use by the Buyer does not and will not result in ERMA FIRST committing a direct or indirect breach of applicable EU or US trade sanctions or export control.
19.7. The Buyer may not transfer its part of a Contract without first getting ERMA FIRST’s written permission. ERMA FIRST may transfer or subcontract its part of the Contract and its duties under it at any time. Each Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else unless specifically stated.
19.8. Any notices to be sent under a Contract must be in writing and sent to the recipient’s customary address.
- VALIDITY
20.1. Should any provision hereof be held as invalid, illegal or unenforceable in any jurisdiction and in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired and the Parties undertake to implement all efforts necessary to amend, supplement or substitute any such invalid, illegal or unenforceable provisions with valid provisions producing as nearly as possible the economic result previously intended without renegotiation of any material terms or conditions.