TERMS AND CONDITIONS OF SALES
Unless there is any prior written agreement with our customer, the following general terms shall render void and replace all other clauses set forth in any document emanating from our contractors.
Whatever variations may be granted, and not matter how many times, under no circumstances shall they constitute a permanent variation of the standard contract.
The weights, sizes, capacities, prices, outputs, and other data set forth in the catalogues, prospectuses, circulars, advertisements, illustrations, and price-lists are approximate indications only. This information is not binding unless the contract expressly refers to it.
All orders for products supplied by our Company imply acceptance, without exception, of the present general conditions of sale.
Our prices are ex-works (Unless contrary is stipulated).
2. PACKING AND SHIPMENT
All shipment and insurance costs shall be chargeable to the buyer.
The buyer has the possibility of designating his own carrier which will release our company from any liability.
The delivery times given by our Company are for information only. Their non-compliance, for any reason, will not give rise to any compensation by our Company.
The transfer of risks will take place at the time of the collection of the equipment by the carrier.
The installation of the modules or laser systems is not included in the price of this equipment. It can be done on the terms indicated in the present quotation.
Our invoices are payable in 30 days inclusive from the invoice date unless there is any prior agreement, (letter of credit). For all orders, we reserve the right to request a 30 % deposit on the value of order.
In case of delay in payment, a 1,5 % monthly rate will be applied to due amounts.
A 2 % discount will be applied for cash payment at delivery.
Unless there is any stipulation to the contrary, the guarantee shall extend 12 months from the delivery date.
The guarantee covers parts and labour for equipment returned to our workshops. Shipment costs or where necessary, the travelling costs of a technician, shall be chargeable to the customer.
Normally, the guarantee granted for equipment replaced shall not exceed the guarantee period still remaining at the time of the repair or replacement.
The guarantee shall apply only in the conditions of use described in our technician directions.
Our company cannot be made liable for the consequences of a stoppage of equipment in the case of a breakdown.
The optical components subjected to the laser beam are warranted 90 days.
Any breakdown that may arise before the bill for the equipment has been settled must under no circumstances be used as cause for delaying payment.
The guarantee is only applicable if the buyer satisfies the general requirements of the present general conditions of sale, and in particular the conditions of payment.
6. ACCEPTANCE TESTS
a) The acceptance tests are carried out during the 8 days following delivery of the equipment. Beyond this time limit, the acceptance tests are completed under the terms of the contract. However, they may be continued at the customer’s expenses and following agreement between the two other parties.
b) The means for checking and measuring shall be provided in due time by the customer.
c) Unless there is any prior agreement, the technical quotation shall take the place of customer specifications.
d) The acceptance tests can, if required be carried out in our premises. In this case, they shall not be carried out again after delivery and installation in the customer’s premises.
Our company cannot be held responsible for damages of any nature, direct or indirect, material or physical, which are the consequence of the storage or use of the equipment supplied by our Company.
In the case of litigation or disputes relative to the present conditions, the "Tribunal de Commerce de PARIS" is recognized as the sole jurisdiction by the two parties. All disputes will be decided under French Law.
9. TITLE AND OWNERSHIP
It is expressly stated that our Company will retain the ownership of all equipment delivered until the physical encashment of their basic and additional prices and taxes.
In the case of non-payment or partial payment, goods must be returned to the Company without delay on receipt of formal notice to return, addressed to the buyer by recorded delivery letter. In the case of return, all expenses incurred by our Company will be paid by the buyer, without delay.
10. DETERMINATION CLAUSE
Any non-compliance by the buyer to any of his liabilities, and notably to his obligation of payment, will cause the lawful termination of all sales remaining unpaid, if eight (8) days after receipt of a formal notice addressed to the buyer by recorded delivery letter matters remain partly or fully unsatisfactory, without prejudice to any of its other rights and interests that could be due by the buyer.
1. ACCEPTANCE OF ORDER
The acceptance by Seller (Quantel-USA, Inc.) of the Buyer’s order is expressly contingent upon Buyer’s written acceptance of the Terms and Conditions stated herein, unless otherwise specifically agreed in writing signed by the Seller. Any terms or conditions stated by the Buyer in any prior correspondence are hereby objected to and not accepted by the Seller. Buyer’s acceptance of, or Seller’s provision of, goods or services covered by this order shall not constitute acceptance by Seller of Buyer’s terms and conditions. Seller is under no obligation to manufacture or to ship the goods without until Buyer’s written acceptance of these Terms and Conditions.
(a) Unless stated otherwise, all prices quoted are in U.S. Dollars, F.O.B. is Seller's place of business in Bozeman, MT, USA. Possession of goods shall pass to the Buyer on delivery by Seller to the carrier at point of shipment. Buyer will be responsible for freight and insurance charges for all goods shipped as specified on the purchase order.
(b) Prices and orders do not include federal, state or local excise, sales, use or other taxes now or hereinafter enacted, which are applicable to the goods sold hereunder. Such tax or taxes will be added by Seller to the sales price when Seller has the legal obligation to collect the same and will be invoiced to and paid by Buyer, unless Buyer provides Seller with a proper tax exemption certificate.
(c) Prices quoted are for goods and services only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller's standard tests unless expressly agreed to in writing by Seller.
(d) All quotations are valid for sixty (60) days, and expire thereafter, unless extended by a written agreement between the parties.
3. PAYMENT TERMS
All sales are subject to payment terms of net thirty (30) days upon credit approval or unless other arrangements are made prior to shipment of goods. C.O.D. or other prepayment terms may be required at the discretion of the Seller by written notification to Buyer. The Seller reserves the right to charge interest at 1.5% per month on all overdue balances. The Seller reserves a purchase money security interest in the goods sold hereunder and the proceeds thereof, in the amount of the purchase price. In the event of default by Buyer on any of its obligations to Seller, Seller shall have the right to repossess the goods sold hereunder without liability to Buyer. This security interest will be satisfied by payment in full. Buyer shall cooperate fully with Seller to execute such other documents and to accomplish such filings and/or recordings thereof as Seller may deem necessary for the protection of Seller's interests in the goods furnished hereunder.
Constructive changes may be made to an order but any such changes shall be agreed to, in writing, between the parties. The Seller reserves the right to stop work until agreement is reached on cost and schedule impact of the constructive changes requested by the Buyer and the Buyer accepts there may be some impact on delivery schedule as a consequence of such constructive changes.
If the Buyer cancels their purchase order or any portion thereof, a thirty (30) day written notice must be issued prior to the intended date of cancellation. The Buyer agrees to reimburse and pay the Seller for the full price of finished goods, all inventory obligated to or received to fill the order, and any work-in-process as of the date of cancellation, including all costs incurred by the Seller to stop work and cancel subcontracts or purchase orders in force and outstanding. The Seller agrees to use reasonable efforts to attempt to obtain the best available terms possible for Seller’s order or contract cancellations resulting from Buyer’s cancellation.
Except as otherwise specified herein:
(a) The Seller warrants the remaining goods to be free from defects in materials and workmanship for twelve (12) months from shipment and under such conditions as specified in Seller's warranty for the individual items, and
(b) The Seller warrants the goods will perform in the manner and under the conditions as specified in Seller's warranty for twelve (12) months from shipment, except for optics which are warranted for 90 days.
(c) This warranty is the only warranty made by Seller with respect to the goods delivered hereunder and no representative or person is authorized to bind Seller for any obligations or liabilities beyond this warranty in connection with the sale of Seller's goods.
(d) Remedies are available only if Seller is notified in writing by Buyer promptly upon discovery of any defects and in any event within the warranty period for the individual goods, whereby Seller's examination of such goods discloses to Seller's satisfaction that such defects actually exist and the goods have not been (i) repaired, worked on or altered by persons not authorized by Seller so as, in Seller's sole judgment to effect the stability, reliability or proper operation of such goods; (ii) subject to misuse, negligence, abuse or accident; or (iii) connected, installed, used or adjusted otherwise than in accordance with the instructions furnished by Seller or normal usage.
(e) All goods that Buyer considers defective shall be returned, freight and insurance prepaid, to Seller's office, as designated on the face hereof. Seller will credit transportation and insurance costs from the original ship to point when goods have been determined to be under warranty. Seller shall not be liable for additional transportation costs arising from the goods having been shipped from a location remote from the original one. Buyer shall obtain return authorization from Seller before returning any goods. The Seller shall not bear responsibility for damage or loss to goods not properly prepared for transportation.
(f) If it is found the Seller's goods have been returned without cause and are still serviceable, Buyer will be notified and the goods returned at Buyer's expense, freight collect. In addition, a charge for testing and examination and/or for reimbursement of shipment costs paid by the Seller under subsection (e) above, may, at Seller's sole discretion, be made on goods so returned which such charges shall also be payable by the Buyer.
(g) The foregoing warranty is exclusive and in lieu of all other warranties whether written, oral or implied, including any warranty of merchantability or fitness for a particular purpose, and shall be the Buyer’s sole remedy and Seller’s sole liability on contract or warrant or otherwise for the product.
Seller’s liability under, for breach of, or arising out of this agreement and/or sale will be limited to repair or replacement of any defective goods or a refund of the purchase price of the goods, at Seller’s sole discretion. In no event will Seller be liable for costs of procurement of substituted goods by buyer, nor will Seller be liable for any special, consequential, incidental or other damages (including without limitation loss of profit) whether or not seller has been advised of the possibility of such loss, however caused, whether for breach or repudiation of contract, breach of warranty, negligence or otherwise. The essential purpose of this provision is to limit the potential liability of Seller arising out of this agreement and or sale.
7. SUBSTITUTIONS AND MODIFICATIONS
Seller will have the right to make substitutions and modifications in the specifications of goods sold by Seller, provided that such substitutions or modifications will not materially and adversely affect overall product performance. Modifications internal to the product, which do not affect performance or appearance in a significant way, can be made solely at the discretion of the Seller.
8. SELLER'S RIGHTS TO SUB-CONTRACT
Seller may subcontract any portion of the work on any item subject to this agreement, but Seller's obligations and rights hereunder shall not thereby be limited or affected.
9. COMPLIANCE WITH U.S. EXPORT AND RE-EXPORT CONTROL REGULATIONS
It is the policy of the Seller to strictly comply with U.S. export control laws. Furthermore:
(a) Buyer shall not sell or otherwise transfer any goods or technology to, or for the use of, any ultimate purchaser with which Seller could not do business under the laws or regulations of the United States, including, without limitation, the regulations of the U.S. Departments of Commerce, Defense, Energy, State and Treasury. Buyer shall also comply with all other laws and regulations of the United States relating to the sale or transfer of Seller’s goods or technology.
(b) Buyer agrees that it will not sell, divert, transfer or disclose Seller’s goods or technology to a country or countries embargoed by the United States or any prohibited entities unless authorized by the United States Government.
(c) The applicable U.S. restrictions vary depending on the specific product or technology involved and its destination. In some cases, U.S. laws and regulations require U.S. authorization for the sale, transfer or disclosure of Seller’s goods or technology to other parties. Prior written U.S. authorization may be required for the disclosure through oral, visual, written or other means to other parties of Seller’s technology related to the design, development, manufacture, operation, maintenance or repair of Seller’s goods.
(d) Willful violation of such regulations shall be considered just cause for the immediate and unqualified cancellation of this agreement by Seller without any liability of Seller.
(e) Buyer agrees to immediately transmit any information that may come to its attention concerning violations of such regulations by Buyer’s customers.
(f) When Buyer is uncertain about the obligation imposed by U.S. laws or regulations, Buyer agrees to obtain clarification from the Seller or from the appropriate U.S. Government agency.
10. PROPRIETARY RIGHTS
The sale of the goods hereunder to Buyer shall in no way be deemed to confer upon Buyer any right, interest, or license in any patents or patent applications or copyrights the Seller may have covering the goods. Seller retains for itself all proprietary rights in and to all designs, engineering details, and other data and materials pertaining to any goods supplied by Seller and to all discoveries, inventions, patents and other proprietary rights arising out of the work done by Seller in connection with the goods or with any and all products developed by Seller as a result thereof, including the sole right to manufacture any and all such products. Buyer shall take all reasonable precautions to protect confidentiality of such information.
11. EQUAL OPPORTUNITY
The Seller certifies that it has developed and has on file affirmative action programs as required by the rules and regulations of Executive Order 11246, as amended and 41 C.F.R. Chapter 60-2.2, issued by the Department of Labor. In addition, the Seller is in full compliance with Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974.
Buyer's purchase orders shall state the required delivery schedule. Initial delivery will not be required in less than eight (8) weeks from placement of the purchase order, unless mutually agreed upon in writing. Seller will schedule deliveries according to the purchase orders and all delivery dates are approximate and subject to reasonable efforts. Acceptance of the order by the Buyer constitutes a waiver of all claims due to delay in delivery.
13. FORCE MAJEURE
The Seller shall not be liable for any default or failure to delivery under the purchase order due to acts of God, fire, and flood or other natural calamities, strikes, riots, civil commotion, freight embargoes, to any act of the American Government or to any other causes whatsoever that are beyond the immediate and direct control of the Seller.
14. TRANSPORTATION AND RISK OF LOSS
Unless otherwise agreed to in writing by Seller, all transportation and risk of loss shall be at the expense of Buyer, Seller reserving the right to ship goods freight collect and to select the means of transportation and routing. Unless otherwise advised, Seller may insure to full value of the goods or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for Buyer's account. Risk of loss or damage shall pass to Buyer upon delivery of the goods to the transportation company at the FOB Bozeman, MT, USA point.
Confiscation or destruction of, or damage to goods shall not release, reduce or in any way affect the liability of Buyer therefore. Notwithstanding any defect of non-conformity, or any other matter, such risk of loss shall remain in Buyer until the goods are returned at Buyer's expense to such place as Seller may designate in writing. Buyer, at its expense, shall fully insure goods against all loss or damage until Seller has been paid in full therefore, or the goods have been returned, pursuant to Seller’s consent and the provisions of paragraph 16 below, to the Seller.
15. INSPECTION AND ACCEPTANCE
The Buyer shall have the right to inspect the goods upon delivery. Failure of the Buyer to inspect the goods and give written notice to the Seller of any alleged defect of non-conformity within fifteen (15) days after delivery shall constitute an irrevocable acceptance by Buyer of the goods delivered to him. Use of any such goods by Buyer, its agents, employees, licensees, for any purpose after delivery thereof, shall constitute acceptance of the goods by Buyer.
The goods or parts thereof sold herein may in no case be returned to Seller without first obtaining Seller's consent. The request for return and credit must be filed with Seller and shall include purchase order number, approximate date shipped and any and all other identifying numbers (such as invoice number, date of invoice, P.O. numbers, etc.). Each request for return of goods for credit should state the type and quantity of goods, the part numbers and the reasons for the return. If return authorization is granted, goods shall be returned in a clean, well-packaged condition. No credit allowance on defective items will be made and no replacement for defective items will be shipped in any event, unless the alleged defective items are, among other things, established to Seller's satisfaction after suitable testing and inspection by Seller.
17. BANKRUPTCY OR INSOLVENCY OF BUYER
If the financial condition of the Buyer at any time is such as to give Seller, in its judgment, reasonable grounds for insecurity concerning Buyer's ability to perform its obligations under this agreement, Seller may (a) by notice in writing to Buyer, cancel this agreement, without judicial intervention or declaration of default of Buyer and without prejudice to any right or remedy which may have accrued or may accrue thereafter to Seller, (b) require full or partial payment in advance and suspend any further deliveries (or continuance or the work to be performed by Seller) until such payment has been received or (c) make shipments C.O.D. or on other prepayment terms specified by the Seller.
These Terms and Conditions override any conflicting terms and conditions on the Buyer’s purchase orders unless agreed to in writing by the Seller.
19. APPLICABLE LAW
This agreement shall be governed and interpreted in all respects by the laws of the State of Montana except for any law of the State of Montana which would designate the law of another jurisdiction as applicable.
20. BUYER’S ACCEPTANCE
By execution of this document the undersigned intends to, and warrants and represents that he or she has full power and authority to fully bind his or her principal to these Terms and Conditions.
The terms and conditions contained herein shall apply, unless otherwise duly accepted in a written agreement, to the sales of our products (hereinafter the "Products") made by our company (hereinafter the "Vendor").
The sending of an order by the Buyer constitutes his acceptance in their entirety of the present General Conditions of Sale to the exclusion of any other conditions and therefore the Buyer shall renounce to its general purchase conditions.
Information contained within the commercial documents issued by the Vendor may be modified by the Vendor at any time and without prior notice in order to take into account technical development or economic conditions.
2. SALE CONTRACT
The Vendor is only bound by the terms expressly written in his quotation and in the acknowledgment of order. If the Vendor has given a period of time for acceptance of his quotation, he is bound till expiration of such period of time; if he has not given any period of time, he may withdraw his quotation at any time by notice to the Buyer.
It is only after written acceptance of the Buyer's order by the Vendor in the form of an acknowledgment of order that the order shall become effective.
The price is Ex-Works as per ICC Incoterms 2000 and excludes all taxes, custom duties and other charges or duties imposed by public authorities which shall be borne by the Buyer. The cost of packaging is not included and special packaging is separately invoiced.
Prices are based on current economic and financial conditions at the date of quotation; they may be adjusted at any time to take account of any fluctuation in these economic or financial conditions (for example the price of rare or precious metals).
4.1 The delivery schedule quoted by the Vendor are estimates only and take effect as from the date of Vendor's acknowledgment of order. Unless otherwise agreed in writing by the Vendor, failure to deliver within the time quoted shall entail neither cancellation, termination of the order nor any compensation.
4.2 Unless otherwise agreed by reference to other ICC Incoterms 2000 delivery shall be deemed to be made Ex-Works in the Vendor's factory or warehouse as per ICC Incoterms 2000. Delivery shall be made by taking over of the Products at the Vendor's factory or warehouse either by the Buyer or by a shipper or carrier appointed by the Buyer, or in the absence of such an appointment, chosen by the Vendor.
5. FORCE MAJEURE
The Vendor shall not be responsible for any failure to comply with the terms of the order owing to causes beyond its control and which could not be averted or prevented without unreasonable expense or loss of time.
If the delivery schedule under the order is delayed due to any such cause given in Article 5, the time for performance of the delivery shall be extended by such a period performance as may be reasonable till the end of the force majeure event thereby excluding the Buyer's right, if any, to terminate or rescind the order.
The causes of force majeure include, but are not restricted to fire, flood, storm explosion, accident, failure of supplier or subcontractor, strikes of any nature, machine breaking, inability to secure raw materials.
6. TRANSPORT, INSURANCE
Carriage of the Products shall be at the Buyer's own risk. It is for the latter to check them on arrival and, if necessary, to notify any damage to the carriers. On receipt of special instructions from the Buyer, shipments may be insured by the Vendor, who will then correspondingly invoice for the additional insurance costs.
7. CONDITIONS OD ACCEPTANCE OF DELIVERIES BY THE BUYER
7.1 The characteristics of the Products shall be defined as those published in the most recent version of the Vendor's specifications, unless different characteristics are expressly agreed between the Vendor and the Buyer.
7.2 Any complaints regarding the non conformity of the Products supplied to the above mentioned specifications must, in order to be admitted and to allow the provisions contained in this paragraph and in 7.3 below to be carried out, be made in writing within one month after the date of delivery.
Upon receipt of a complaint, the Vendor shall then have one month to notify the Buyer if he requires an expertise to arrive at a conclusion.
No complaint shall be admissible once the Products have undergone modifications or deterioration caused by the Buyer or anyone else, especially during storage, inspection, installation, dismounting, etc.
7.3 Whereasoever the validity of the Buyer's complaints is established or recognized as such by the Vendor, the latter undertakes to accept the return, at his charge and at his option, either of the whole of the faulty delivery or the individual defective Products, nevertheless provided that each defective Product is accompanied by the corresponding test report and that the returns are made in their original packaging and in good condition.
7.4 No return may be made without the prior written consent of the Vendor.
7.5 Where a return is accepted, the Vendor will, at his option, either replace, repair or issue a credit for the Products admitted by him to be defective, to the exclusion of any other form of compensation. In any case, the Buyer cannot claim that such a return allows him to cease any payment whatsoever which he owes to the Vendor nor cancel, in whole or in part, any order whatsoever which is in the course of being fulfilled.
7.6 The provisions of paragraphs 7.2 to 7.5 do not apply to goods supplied having undergone acceptance in the Vendor's factory or having satisfied the rules of the relevant Quality Assurance Procedure (the French C.C.Q. system or the European C.E.C.C. system as the case may be) and which are consequently deemed to conform to the specifications.
8. CONDITIONS OD PAYMENT
Payment shall be made to the Vendor for Products supplied within 30 days from the date of invoicing in accordance with the conditions laid down by the Vendor in the quotation or at the time of the acknowledgment of order. Invoicing shall be made once the Products ordered have been delivered.
Failure to pay an invoice shall permit the Vendor, without prejudice to any other rights he may have, to suspend any delivery, whatever be the conditions of the relevant order, until full payment. The Vendor shall be also entitled to charge, ipso jure and without prior notice, interest at a rate equal to 1.5 times the French yearly official rate ("taux d'intérêt légal") in force for the full duration of the payment delay.
No discount rate is applicable in case of anticipated payment.
9. RESERVATION OF TITLE
Property in the Products shall remain in the Vendor until he has received the corresponding full payment, notwithstanding delivery to the Buyer. Upon the Buyer's failure to make payment by any due date, the Vendor may retake possession of the Products delivered.
Notwithstanding the above, the Buyer will be responsible for all damages and losses arising after delivery.
- For a period of one (1) year from the date of delivery as stated in Article 4 hereabove, the Vendor warrants the Products against faulty materials and faulty workmanship except parts and components worn out during the normal use of the Products. During the above mentioned period, the Vendor's obligations shall be limited, at the Vendor's option, to the replacement or repair of the Product recognized as faulty by the Vendor which must be promptly return to the Vendor, carriage paid, together with full details of failure and certified. The repaired or new parts will be delivered free of charge to the place of delivery stated in Article 4.
- The Warranty of the Vendor will apply to the Products which have not been modified by the Buyer or a third party and which have been stored, installed, protected, maintained and used in accordance with the Vendor's specifications and instructions. Such warranty shall not apply in case of normal wear and tear or if the Products have been involved in an accident or subjected to any kind of misuse or detrimental exposure and in case of bad conditions of storage; or
- if the Products have been submitted to abnormal conditions (mechanical, electrical or thermal) during installation or use; or,
- if the defectiveness of the Products has resulted from exceeding the maximum values for usage (temperature limit, maximum voltage, etc...) defined by Vendor, from an incorrect choice of application or from a design made by the Buyer.
- Notwithstanding the foregoing, Vendor gives no warranty whatsoever with regard to experimental, developmental or non-qualified Products.
The foregoing constitutes the whole and sole warranty given by the Vendor and shall be in lieu of any other warranty; in particular, the Vendor does not warrant the suitability or fitness of the Products for a particular purpose, nor that the functions of the Products may be used in any application or combination which the Buyer may choose.
11. INDUSTRIAL PROPERTY RIGHTS
Sale of Products does not confer to Buyer any license or other rights under any patent, statutory rights or know how attached to the said Products.
Because of the complexity of design and manufacturing techniques for electronic components and of the industrial property rights appertaining thereto, the Vendor is not able to declare that his Products do not infringe the industrial property rights of any third party. In case that a third party shall make a claim alleging that the Products delivered to the Buyer infringe his industrial property rights, the Vendor undertakes at his option and his charge, to defend the claim or to effect a compromise; if an unfavorable definitive judgment is given against the Vendor, the latter shall, at his option, take out a license from the above mentioned third party or shall modify the offending Products in such a way as to avoid the infringement or, if such a solution shall be impracticable for economic and/or technical reasons, shall accept the return of the Products supplied and shall reimburse the Buyer at the buying price.
The above undertaking shall only apply if the Buyer immediately informs the Vendor in writing of any infringement claim concerning the Product supplied by the Vendor.
The responsibility of the Vendor is expressly excluded if the infringement results from the combination of the Products supplied with any other product, from a modification made other than by the Vendor, or results from technical drawings, designs, formulae, specifications or instructions supplied by the Buyer; in such cases, Buyer shall hold Vendor harmless against and shall indemnify Vendor from any financial consequences whatsoever Vendor may incur as a result of any action or claim for infringement made by a third party.
The above provisions constitute the entire undertaking of the Vendor towards the Buyer in the event of industrial property rights claims of a third party with regard to the Products supplied by Vendor.
12. SETTLEMENT OF DISPUTES
All disputes between the parties in connection with or arising out of the existence, validity, construction, performance and termination of the order or any terms thereof, which the parties are unable to resolve between themselves, shall be finally settled by arbitration. The arbitration shall be held in Paris - France - in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The proceedings shall be in English language.
The present condition and the order shall be governed and construed in accordance with the laws of France.
13. EXPORT CONTROL
With regard to the Products, the Buyer undertakes to comply with all applicable laws and regulations concerning the Control of Final Destination.
14. VENDOR'S LIABILITY
14.1 The liability of the Vendor arising out from or in connection with the order shall not apply for any special, indirect, incidental or consequential damages including but not limited to loss of profit or revenues, loss of use or increased expense of operation of the Product in which they are to be integrated, service interruption or failure of supply.
14.2 The foregoing shall not affect the Buyer's right to claim for direct damages based on the order (in case of termination or not), warranty, indemnity, negligence or otherwise, provided that the total liability of the Vendor shall in no case exceed ten per cent (10%) of the price effectively paid to the Vendor.
The order may be terminated by operation of law and without demand upon default of any substantial nature by one party in any of its obligations hereunder, when such default shall continue unremedied for a period of four (4) months after written notice therefore by the other party.
16. EFFECTIVE DATE
The order shall become effective after notification by the Vendor of its acknowledgment of order form.