General Purchase Terms & Conditions
NTCP8 / 2020
1. TERMS OF AGREEMENT
These terms apply to both legal entities, limited companies, NTCP8 BV under Dutch and Belgium law.
1.1. The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between the NTCP8 company (“NTCP8”) and the supplier (the “Supplier”) identified in the Purchase Order. NTCP8’s submission of the Purchase Order is conditioned on Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on NTCP8’s agreement to such different or additional terms. Supplier’s electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions. Notwithstanding the foregoing, if a master agreement covering procurement of the Products or Work described in the Purchase Order exists between Supplier and NTCP8, the terms of such master agreement shall prevail over any inconsistent terms herein.
1.2. NTCP8 is not bound by and hereby expressly rejects Supplier’s general conditions of sale and any additional or different terms or provisions that may appear on any proposal, quotation, price list, acknowledgment, invoice, packing slip or the like used by Supplier. Course of performance, course of dealing, and usage of trade shall not be applied to modify these General Purchase Terms & Conditions. 1.3. All costs incurred by Supplier in preparing and submitting any acceptance of NTCP8’s offer shall be for the account of Supplier.
2.1. “Deliverables” means the deliverables specified in the Purchase Order (and any Statement of Work) to be delivered on or before the Delivery Date.
2.2. “Delivery Date” means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work.
2.3. “Harmful Code” means any software intentionally designed to (i) disrupt, disable, harm, or impede operation, or (ii) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap door devices.
2.4. “Intellectual Property Rights” means any and all tangible and intangible: (i) copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
2.5. “Products” means tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date.
2.6. “Services” means the services that Supplier is to perform for NTCP8 specified in the Purchase Order.
2.7. “Statement of Work” or “SOW” means the document specifying, without limitation, the scope, objective, and time frame of the Work that Supplier will perform for NTCP8.
2.8. “Subcontractor” means a third party performing Work under an agreement (a “Subcontract”) with Supplier.
2.9. “Supplier Personnel” means Supplier’s employees, consultants, agents, independent contractors and Subcontractors. 2.10. “Third Party Intellectual Property” means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.
2.11. “Work” means the Deliverables, Products and Services specified in the Purchase Order, including any SOW.
3.1. Time is of the essence in Supplier’s performance of its obligations under Section 3 of the Purchase Order. Supplier will immediately notify NTCP8 if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. NTCP8’s acceptance of Supplier’s notice will not constitute NTCP8’s waiver of any of Supplier’s obligations.
3.2. If Supplier delivers Work after the Delivery Date, NTCP8 may reject such Work.
3.3. NTCP8 will hold any Work rejected under this Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s returns shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges NTCP8 incurs on Supplier’s behalf. NTCP8 may, in its sole discretion, destroy or sell at a public or private sale any rejected Work for which NTCP8 does not receive return shipping instructions within a reasonable time, and apply the proceeds, if any, first toward any storage charges.
3.4. Supplier will preserve, pack, package and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices in the absence of any specifications NTCP8 may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal.
3.5. Supplier will include with each delivery of Products a packing list identifying the Purchase Order number, the NTCP8 part number for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment.
3.6. Unless NTCP8 expressly instructs otherwise, Supplier will deliver all Work to NTCP8’s plant at the address set forth in the Purchase Order. Seller assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance. Risk of loss for the Deliverables and Products does not pass to NTCP8 until acceptance in accordance with Section 6.
4. PRICE AND PAYMENT
4.1. Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges. Supplier will, at NTCP8’s request, break-out from the price all such taxes and other charges, in its invoices. Supplier shall use its best efforts to assist NTCP8 in all legal efforts to minimize the taxes resulting from the performance of this Purchase Order.
4.2. NTCP8 will pay Supplier the price in accordance with the payment terms set forth in the Purchase Order following the later of: (i) the Delivery Date; (ii) the date of NTCP8’s acceptance of all of the Work; or (iii) NTCP8’s receipt of a properly prepared invoice. A properly prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Supplier’s certification of conformance of the Work to the requirements. Payment will be in the currency as stated on the Purchase Order, if not agreed otherwise in writing.
4.3. NTCP8 shall at all times have the right to set off and deduct from any amounts owing from NTCP8 to Supplier or any of its affiliates any amount owing from Supplier or any of its affiliates to NTCP8, irrespective of the nature of any such claim. 4.4. Supplier acknowledges and agrees that any amount to be paid by NTCP8 to Supplier may be paid on NTCP8’s behalf by another legal entity belonging to the NTCP8 Group of Companies and/or a third party designated by NTCP8. Supplier shall treat such payment as if it were made by NTCP8 itself and NTCP8’ obligation to pay to Supplier shall automatically be satisfied and discharged in the amount paid by such entity.
4.5. If NTCP8 pays for any Goods ordered herein prior to delivery, title in the same shall pass to NTCP8 on payment, and Supplier agrees to segregate such Goods and any raw materials and work in progress relating to this Agreement.
5. OWNERSHIP AND LICENSE
5.1. NTCP8 is the sole and exclusive owner of all Deliverables. Supplier irrevocably assigns and transfers to NTCP8 all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights.
5.2. Notwithstanding Section 5.1, Supplier grants to NTCP8 a non-exclusive, worldwide, royaltyfree, irrevocable, perpetual, transferable, sublicenseable license to any Intellectual Property Rights in the Deliverables which arose outside the scope of the Purchase Order to the extent necessary for NTCP8 to exercise its rights in the Deliverables as reasonably contemplated by the Purchase Order.
5.3. Supplier grants to NTCP8 a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, transferable, sublicenseable license to any Intellectual Property Rights in Products or Services which are necessary for NTCP8 to use, import, copy, execute, reproduce, display, perform, and distribute copies of and modify (including creating improvements and derivative works based on) the Products or Services.
6. OPEN SOURCE SOFTWARE
6.1. The Supplier is obliged to inform NTCP8 - at the latest at the time the order is confirmed - whether the Subject Matter contains “open source software". In the context of this provision “Open source software“ is software that is licensed royalty-free and which may be adapted by a user and/or licensee or third party and/or which must be disclosed in source code form. Should the Subject Matter contain open source software, the ç must deliver NTCP8 at the latest at the time the order is confirmed the following:
6.2. The source code of the relevant open source software, insofar as the applicable open source conditions require the disclosure of this source code;
6.3. A schedule of all open source files used, indicating the relevant license and including a copy of the complete text of such license;
6.4. A written declaration that through the intended use of the open source software neither the products of the Contractor nor the products of NTCP8 will be subject to a “Copyleft Effect“. In the context of this provision, “Copyleft Effect“ means that the provisions of the open source license require that certain of the Contractor’s products, as well as any products derived from these, may only be distributed further in accordance with the terms of the open source license e.g. only if the source code is disclosed.
6.5. Should the Supplier not indicate until after receipt of the order that its products and services contain open source software, then NTCP8 is entitled to cancel the order within 14 days of receipt of this information and provision of all the information contained in the above paragraph.
7. INSPECTION AND ACCEPTANCE
7.1. NTCP8 may reject any or all of the Work which does not conform to the applicable requirements within 10 business days of Supplier’s formal and notified delivery of the Work. At NTCP8’s option, NTCP8 may (i) return the non-conforming Work to Supplier for a refund or credit; (ii) requires Supplier to replace the non-conforming Work; or (iii) repair the nonconforming Work so that it meets the requirements. As an alternative to (i) through (iii), NTCP8 may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount NTCP8 reasonably determines to represent the diminished value of the non-conforming Work. NTCP8’s payment to Supplier for Work prior to NTCP8’s timely rejection of such Work as non-conforming will not be deemed as acceptance by NTCP8.
8.1. As used in this Section 7, “Change” means a change NTCP8 directs or causes within the general scope of this Agreement, the applicable SOW or both.
8.2. NTCP8, by written order (“Change Order”), may make Changes in accordance with this Section 7.
8.3. If Supplier asserts that NTCP8 has directed or caused a Change to the cost of or time for performance for which NTCP8 has not issued a Change Order, Supplier will promptly notify NTCP8 in writing of the Change, providing (i) a description of the action or inaction asserted to have caused the Change; (ii) an estimate of the equitable adjustment that would be required for Supplier to perform the Changed Work; and (iii) a date no less than 30 days from the date of notice by which NTCP8 must respond to Supplier’s notice so that Supplier may proceed with the Work unchanged. NTCP8 will evaluate Supplier’s notice of Change in good faith, and if NTCP8 agrees that it has made a constructive change, NTCP8 will issue a Change Order to Supplier.
8.4. Supplier shall, as promptly as practicable, after giving the notice of the Change, or within 10 days of receiving a Change Order, submit a request for equitable adjustment specifying the adjustment in the price or time for performance resulting from the Change.
8.5. The parties shall negotiate an amendment to the applicable SOW to incorporate a Change Order providing for an equitable adjustment to the price, time for performance, or both.
8.6. Supplier will proceed with the Changed Work as directed, notwithstanding that the parties have not negotiated the amendment to this Agreement or the applicable SOW to incorporate the equitable adjustment.
9. REPRESENTATIONS AND WARRANTIES
9.1. Supplier represents and warrants that
(i) it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order;
(ii) it has the right and unrestricted ability to assign the Work to NTCP8 including, without limitation, the right to assign any Work performed by Supplier Personnel and Subcontractors;
(iii) the Work, and NTCP8’s use of the Work, do not and will not infringe upon any third party’s Intellectual Property Rights, right of publicity or privacy, or any other proprietary rights, whether contractual, statutory or common law;
(iv) Supplier will not disclose to NTCP8, bring onto NTCP8's premises, or induce NTCP8 to use any confidential or proprietary information that belongs to anyone other than NTCP8 or Supplier which is not covered by a non-disclosure agreement between NTCP8 and Supplier;
(v) Software supplied by Supplier does not contain any Harmful Code;
(vi) Supplier’s Work conforms to NTCP8’s specifications, Supplier’s quotation or proposal, and Supplier’s brochures or catalogs, and if none of the foregoing is applicable, then such Work is suitable for the intended use; and
(vii) no Products contain or include components (a) containing PCB’ (polychlorinated biphenyls) chemical substances, (b) manufactured using a cadmium plating process or contain a chemical substance or mixture that is or becomes subject to a reporting requirement under Section 8(e) of the Toxic Substances Control Act, 15 U.S.C. Section 2607(e), as in effect at time of shipment.
9.2. NTCP8 warrants and represents to Supplier that it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order.
9.3. To the extent allowed by applicable law, no other warranties are made, either expressed or implied, including the implied warranties of merchantability and fitness for a particular purpose.
10. ASSIGNMENT AND SUBCONTRACTING
10.1. Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without NTCP8’s prior written consent, which NTCP8 will not unreasonably withhold. NTCP8 may, at its option, void any attempted assignment or delegation undertaken without NTCP8's prior written consent.
10.2. Supplier may not subcontract any of its rights or obligations under the Purchase Order without NTCP8’s prior written consent. If NTCP8 consents to the use of a Subcontractor, Supplier will: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii) indemnify NTCP8 for all damages and costs of any kind, subject to the limitations in Section 12 (Indemnification), incurred by NTCP8 or any third party and caused by the acts and omissions of Supplier’s Subcontractors’ and (iii) make all payments to its Subcontractors. If Supplier fails to timely pay a Subcontractor for work performed, NTCP8 will have the right, but not the obligation, to pay the Subcontractor and offset any amount due to Supplier by any amount paid to the Subcontractor. Supplier will defend, indemnify and hold NTCP8 harmless for all damages and costs of any kind, without limitation, incurred by NTCP8 and caused by Supplier’s failure to pay a Subcontractor.
10.3. To the extent allowed by applicable law, no person who is not a party to Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.
11. TERM AND TERMINATION
11.1. The Purchase Order will remain in effect with respect to any SOW already issued prior to expiration of the term of the Purchase Order until such SOW is either terminated or the Work is completed and accepted.
11.2. NTCP8 may terminate this Purchase Order, any SOW, or both at any time, for no reason or for any reason, upon 15 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform NTCP8 of the extent to which it has completed performance as of the date of the notice, and Supplier will collect and deliver to NTCP8 whatever Work then exists. NTCP8 will pay Supplier for all Work performed and accepted through the effective date of the termination, provided that NTCP8 will not be obligated to pay any more than the payment that would have become due had Supplier completed and NTCP8 had accepted the Work. NTCP8 will have no further payment obligation in connection with any termination.
11.3. Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, if such proceedings are not dismissed within 60 days; or (iv) either party is liquidating, dissolving, or ceasing to do business in the ordinary course.
11.4. NTCP8 may immediately terminate the Purchase Order upon written notice to Supplier if there is a change in ownership representing 20 percent or more of the equity ownership of Supplier.
11.5. Either party may terminate this Purchase Order, any SOW or both, immediately by delivering written notice to the other party for any material breach not cured within 30 days of receipt of notice of the breach. NTCP8 shall have no further payment obligation to Supplier under any terminated SOW if NTCP8 terminates the SOW under this Section 11.5.
10.6. Any obligations or duties which, by their nature, extend beyond the expiration or termination of the Purchase Order shall survive the expiration or termination of the Purchase Order.
12. FORCE MAJEURE
12.1. In the event that Supplier is prevented from performing any of its obligations under this Agreement for reason of force majeure, the performance of the obligation concerned shall be suspended for the duration of the force majeure. If the circumstance constituting force majeure endures for more than thirty (30) days, NTCP8 shall be entitled to terminate this Agreement with immediate effect by written notice to Supplier, and upon such notice, Supplier shall not be entitled to any form of compensation. Force majeure on the part of Supplier shall in any event not include shortage of personnel or production materials or resources, strikes, breach of contract by third parties contracted by Supplier, financial problems of Supplier, nor the inability of Supplier to secure the necessary licenses in respect of software to be supplied or the necessary legal or administrative permits or authorizations in relation to the Goods or Services to be supplied.
13. CONFIDENTIAL INFORMATION AND PUBLICITY
13.1. If NTCP8 and Supplier have entered into a Non-Disclosure Agreement (“NDA”) which covers disclosure of confidential information under the Purchase Order, and if the term of the NDA General Purchase Terms & Conditions NTCP8 / Version September 2014 6 expires before the expiration or termination of the Purchase Order, then the term of the NDA shall be automatically extended to match the term of the Purchase Order.
13.2. The parties shall treat the terms, conditions, and existence of the Purchase Order as Confidential Information confidential by default, possibly further defined in a separate NDA.
13.3. Supplier shall obtain NTCP8’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a supplier to NTCP8.
14. PERSONAL DATA
14.1. If Supplier receives or has access to Personal Data, as defined in the European Data Protection Directive 95/46/EC, in the performance of this Agreement and for which a NTCP8 entity or a customer of NTCP8 is the data controller, then Supplier shall: a) process Personal Data only as permitted by this Agreement or required by law; b) keep the Personal Data confidential; c) take appropriate technical, physical and organizational security measures to protect the Personal Data against unauthorized or unlawful processing; d) promptly inform NTCP8 of any actual or suspected security incident involving Personal Data.
14.2. To the extent that Supplier uses an authorized subcontractor with access to the Personal Data, Supplier shall obtain subcontractor’s written agreement to this provision.
14.3. Supplier shall comply with the applicable data protection legislation and all further reasonable instructions provided by NTCP8 with regard to the processing and protection of the Personal Data by Supplier. Supplier shall, upon the termination of this Agreement, return to NTCP8 or securely destroy all records or documents containing Personal Data. Supplier shall remain bound by the provisions of this Section with respect to any Personal Data that remain in its possession.
14.4. Insofar as images or other health related records that will be provided by Supplier to NTCP8 under this Agreement contain Personal Data or references thereto, Supplier shall ensure that all such Personal Data and references are removed or made illegible or inaccessible prior to the disclosure to NTCP8. Where this is not possible Supplier warrants that it has obtained the explicit consent of the data subject concerned with regard to the disclosure of the Personal Data or reference thereto to NTCP8 as well as to the use of those Personal Data or references thereto by NTCP8. Supplier will permit NTCP8 to use such images or health related records for its business, research and marketing purposes.
15.1. As used in this Section 12, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs as incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify and hold the other party (the “Indemnified Party”) harmless.
15.2. Supplier shall defend, indemnify and hold NTCP8 harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Supplier (including its Subcontractors) in the performance of the Work; or (ii) any infringement of a third party’s Intellectual Property Rights or any other rights.
15.3. NTCP8 shall indemnify and hold Supplier harmless from and against any and all Claims as incurred, arising out of or in connection with: (i) Supplier’s use of NTCP8’s products or services in connection with the Work; (ii) Supplier’s use of information or materials provided to Supplier by NTCP8; or (iii) infringement a third party’s Intellectual Property Rights or any other rights resulting from Supplier’s adherence to NTCP8’s written instructions.
15.4. Each party will indemnify and hold the other party harmless from and against any and all Claims, as incurred, arising out of any negligent or willful acts or omissions of the Indemnifying Party which results in personal injury (including death) or damage to tangible property (not including lost or damaged data).
15.5. The Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnified Party will have no authority to settle any Claim on the Indemnified Party’s behalf.
15.6. If a third party enjoins or interferes with NTCP8’s use of any Work, then in addition to Supplier’s obligations under Section 12.2, Supplier will use its best efforts to (i) obtain any licenses necessary to permit NTCP8 to continue to use the Work; (ii) replace or modify the Work as necessary to permit NTCP8 to continue to use of the Work; or if (i) and (ii) are not commercially reasonable, then (iii) promptly refund to NTCP8 the amount paid for any Work for which a third party enjoins or interferes with NTCP8’s use of the Work.
15.7. Nothing in this Section shall limit any other remedy of the parties.
16.1. Notwithstanding anything else in the purchase order or otherwise, NTCP8 will not be liable to supplier with respect to the subject matter of the purchase order under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess in the amount ntcp8 paid to supplier in the six months preceding the event or circumstance giving rise to such liability.
16.2. In no event will NTCP8 be liable to supplier for any incidental, indirect, special, consequential damages or loss of profits arising out of, or in connection with, the purchase order, whether or not NTCP8 was advised of the possibility of such damage.
16.3. The limitations will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. Nothing in the purchase order limits either party's liability for bodily injury of a person, death, or physical damage to property or any liability which cannot be excluded under applicable law.
17.1. Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect NTCP8 in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier’s operations take place.
18. COMPLIANCE WITH LAWS
18.1. Supplier shall at all times comply with all laws, rules, regulations, and ordinances applicable to this Agreement, including, but not limited to, all fair labor, equal opportunity, and General Purchase environmental compliance laws, rules, regulations, and ordinances. Supplier shall furnish to NTCP8 any information required to enable NTCP8 to comply with any applicable laws, rules, and regulations in its use of the Goods and Services. In particular and without limitation, Supplier shall not act in any fashion or take any action that will render NTCP8 liable for a violation of the U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality to assist it or NTCP8 in obtaining or retaining business or in carrying out the Services. Supplier’s failure to comply with the FCPA shall constitute a material breach of this Purchase Order.
19. GOVERNING LAW
19.1. The validity, interpretation, and performance of this Purchase Order shall be controlled by and construed under the laws of Belgium in principle, or under the law of the country in which the order is carried out by exclusive choice of NTCP8. The Kingdom of Belgium Courts shall have exclusive jurisdiction over any claim arising under this Purchase Order, unless NTCP8 choses otherwise. Notwithstanding the foregoing, either party may seek interim or temporary injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Purchase Order.
20.1. Any notice to be given under the Purchase Order will be in writing and addressed to the party at the address stated in the front of the Purchase Order. Notices will be deemed given and effective
(i) if personally delivered, upon delivery,
(ii) if sent by an overnight service with tracking capabilities, upon receipt;
(iii) if sent by fax or electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal; or
(iv) if sent by certified or registered mail, within five days of deposit in the mail.
20.2. If there is a conflict between or among the Purchase Order and any documents attached to and incorporated by reference, the conflict will be resolved as follows:
20.3. A conflict between the terms of the Purchase Order and those set forth in an exhibit or hyperlink will be resolved in favor of the Purchase Order.
20.4. A conflict between the terms of the Purchase Order and those set forth in an SOW will be resolved in favor of the SOW.
20.5. A conflict between the terms of an exhibit or hyperlink and those set forth in an SOW will be resolved in favor of the SOW.
20.6. If any court of competent jurisdiction holds that any provision of the Purchase Order is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order will not be affected or impaired, and all remaining terms of this Purchase Order remain in full force and effect, provided that this provision shall not be applied to defeat the intent of the parties. 18.7. A party’s election not to insist on strict performance of any requirement of the Purchase Order will not operate or be construed to waive any future omission or breach, or any other provision of the Purchase Order.
21.1. Supplier shall provide Goods and render Services hereunder as an independent contractor and not as an agent of NTCP8 and nothing contained in this Agreement is intended to create a partnership, joint venture or employment relationship between the parties.
21.2. The rights and remedies reserved to NTCP8 are cumulative and are in addition to any other or future rights and remedies available under the Agreement, at law or in equity.
21.3. In the event that any provision(s) of these General Conditions of Purchase shall be held invalid, unlawful or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions hereof. Any such provision held invalid, unlawful or unenforceable, shall be substituted by a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.
21.4. In the event of termination, any obligation entered into prior to termination, shall be performed under the terms and conditions of this Agreement. Termination of this Agreement shall not effect either Party’s commitments undertaken pursuant to this Agreement prior to its termination.
21.5. The language to be used in all communication and proceedings shall be either English or Dutch.