Annex A: Return Policy and Payment Requirement for Web Shop Products

This annex takes precedence over any conflicting terms in the Eurotech Standard Terms and Conditions of Sale.

1. Payment Requirement: All products ordered through the Eurotech web shop must be prepaid in full at the time of purchase. Orders will not be processed until payment is received.
2. Return Eligibility: Products purchased through the Eurotech web shop may be returned within 7 days of receipt, provided they are in their original, unused condition, along with all packaging and materials.
3. Return Process: To initiate a return, the Buyer must contact Eurotech’s customer service team to obtain a Return Merchandise Authorization (RMA) number at https://www.eurotech.com/support/rma/. The RMA number should be clearly displayed on the return package.
4. Refund Processing: Upon receiving and inspecting the returned product, Eurotech will process a refund to the original payment method. This refund will be completed within 10 business days following the receipt and inspection of the returned item.
5. Return Shipping: The Buyer is responsible for any shipping costs associated with returning the product to Eurotech.

 

 

STANDARD TERMS AND CONDITIONS OF SALE

 

1 General
1.1 The Buyer acknowledges and agrees that it has read and understood these terms and conditions (“Terms and Conditions”) and that these Terms and Conditions apply to and are incorporated in, and a part of, each purchase order, purchase or supply agreement and each amendment to any such document, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form, by electronic data interchange or other format, issued or agreed to in writing by Eurotech with respect to the Goods (as defined below). All of the documents that are issued or otherwise agreed to in writing by Eurotech as set forth in the preceding sentence are collectively referred to as “Contract”. These Terms shall take precedence over any terms and conditions which appear in the Buyer’s order or in any documents incorporated by reference in the Buyer’s order. The Buyer further acknowledge and agrees that the Buyer is responsible for complying with all Eurotech’s policies, guidelines, manuals and requirements related to the provision of the Goods and Services, including any amendments or modifications as may be implemented by Eurotech from time to time during the term of the Contract. Eurotech’s Standards may be obtained by contacting a representative of Eurotech’s Global Supply Management group or by accessing the Buyer’s links at Eurotech’s internet website at [www.eurotech.com].
1.2 The terms “Eurotech” or “Seller” and “Buyer” as used in these Terms refer to the entities designated as such on the face of the purchase order or other documents included in the Contract. The term “Goods” as used in these Terms refers to the goods and services (or both) to be provided by Eurotech to the Buyer as specified in the purchase order or other documents included in the Contract, including any service and replacement parts. The term “including” means “including without limitation”.
1.3 The Buyer will be deemed to have accepted the Contract, which the Buyer acknowledges to include these Terms in their entirety without modification, upon the earliest of: (a) the Buyer’s acknowledgement of the Contract in writing within ten (10) days after Eurotech issues it; (b) Eurotech’s failure to reject any purchase order or purchase order amendment in writing within ten (10) days after the Buyer issues it; (c) Eurotech’s commencement of any of the work or services which are related to or in anticipation of performance of the Contract, or (d) any other conduct by the Buyer that indicates acceptance of the Contract (e.g. retention by the Buyer of the Goods delivered), including any actions by the Buyer in preparation for Eurotech’s performance under the Contract.
1.4 The Buyer shall be responsible to Eurotech for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Eurotech any necessary information relating to the Goods and/or Services within sufficient time to enable Eurotech to perform the Contract.
1.5 Unless agreed and specified in writing, the customer shall accept partial delivery of any order.
1.6 Eurotech reserves the right to make any changes in the specification of the Goods or packaging which are required to conform with any applicable safety or other statutory requirements or, where the Goods or packaging are to be supplied to Eurotech’s specification, which do not materially affect their quality or performance.
1.7 Eurotech practices modular redesign during its development lifecycle and reserves the right to reuse any part of the design developed under NRE. Unless otherwise agreed in writing on a case by case basis, all intellectual property rights relevant to design developed by Eurotech will be the sole property of Eurotech.
2 Quotations and Orders
2.1 Prices, specifications and dates for delivery referenced in Eurotech’s quotations are for information purposes only and shall not be binding on Eurotech until all technical requirements have been agreed and Eurotech has accepted the Buyer’s order. Unless otherwise stated in the quotations, each quotation terminates if not accepted by Buyer within 30 days.
2.2 No order, whether or not submitted in response to a quotation by Supplier, shall be binding upon Supplier until accepted in writing by Supplier. The acceptance of the orders shall be at the sole discretion of Eurotech.
3 Forecast
3.1 In order to enable Eurotech to fulfill demand for the Goods, Eurotech may require the Buyer to submit a rolling twelve (12) month purchase forecast on a quarterly basis. Such purchase forecast shall include expected purchasing per month, order dates, shipping dates and type of Goods. If the most recent forecast becomes materially inaccurate at any time, the Buyer shall promptly provide Eurotech with updated information.
4 Rescheduling
4.1 Once the orders are accepted by Eurotech, the Buyer can cancel or amend the orders only with Eurotech’s consent, which shall be not unreasonably withheld.
4.2 The increase of a purchase order shall entitle Eurotech to amend the agreed delivery date.
5 Terms of Payment
5.1 Eurotech shall send invoices to the Buyer after each delivery of Goods. Payments of all due amounts shall be made within thirty (30) days, net, from the date of issuance of the relevant invoice by Eurotech, subject to the limits of previously approved credit line.
5.2 Goods shall be invoiced and paid in EUR, as well as spare parts, if any.
5.3 Any credit Eurotech may advance to the Buyer is based upon Eurotech’s evaluation of the Buyer financial condition and prompt payment history. Any amount due which the Buyer has not paid to Eurotech within thirty (30) days of its due date shall be considered delinquent. In that event, Eurotech may withdraw further credit, cancel any outstanding orders, and require the Buyer to make full or partial payment in advance and/or post an appropriate letter of credit. In addition, the Buyer agrees that on any delinquent amounts, Eurotech may invoice and collect from the Buyer all reasonably related costs (including reasonable attorney fees if necessary). Eurotech may incur to collect overdue charges, plus a late-payment charge on the unpaid balance at 20% per annum or the lower of the maximum rate permitted by applicable law, which shall be due and payable upon receipt of invoice.
5.4 Eurotech may require periodic financial information about the Buyer operations in order to evaluate the Buyer’s creditworthiness. The Buyer agrees to provide Eurotech with all such information as Eurotech may reasonably request.
5.5 The Buyer hereby grants to Eurotech a purchase money security interest in all Goods sold to the Buyer as security for the due and punctual performance by the Buyer of all of its obligations hereunder. The Buyer agrees to execute such documents to evidence and perfect said security interest as Eurotech may require.
6 Prices
6.1 Unless otherwise agreed in writing between Eurotech and the Buyer, all prices quoted by Eurotech for the supply of Goods exclude taxes, transport charges, insurance and export and/or import charges or duties, including without limitation, sales, value added tax, use or excise taxes, applicable to the Goods sold and/or Services supplied under any Contract, which taxes and other charges may, in Eurotech’s discretion, be added by Eurotech to the sale price and/or fees or billed separately and which taxes and other charges shall be paid by the Buyer unless the Buyer provides Eurotech with any necessary tax exemption certificate. Unless otherwise agreed in writing, the Buyer shall be liable to pay Eurotech’s charges for transport, packaging, insurance and export and/or import clearance.
6.2 Copies of Eurotech’s price lists in force from time to time are available on request. Listed prices are subject to change or withdrawal: the Buyer will be informed by written communication. No discounts shall apply other than those set out in Eurotech’s current price list in force from time to time or as otherwise agreed by Eurotech.
6.3 Any price quoted in any quotation shall apply only to the quantities of any Goods specified in such quotation.
6.4 Eurotech reserves the right to change the price list at any time and without limitations.
7 Delivery, title and risk of loss
7.1 Goods shall be delivered EXW (EX WORKS the facilities of Eurotech or its manufacturers, as specified by Eurotech, being any countries where Eurotech will produce or maintain inventories of the Goods) INCOTERMS© 2010. Delivery will take place in accordance with the then applicable lead times, as communicated by Eurotech to Buyer from time to time.
7.2 Risk of loss and/or damage to Goods shall pass to the Buyer upon delivery. Confiscation or destruction of or damage to Goods following delivery shall not release, reduce or in any way affect the liability of the Buyer. In the event the Buyer rejects or revokes acceptance of any Goods for any reason, all risk of loss and/or damage to such Goods shall nonetheless remain with the Buyer unless and until the same are returned at the Buyer's expense to such place as Eurotech may designate in writing.
7.3 All Goods must be inspected upon receipt and claims filed by the Buyer with the transportation company when there is evidence of shipping damage, either concealed or external. Acceptance shall constitute acknowledgement of full performance by Eurotech under the Contract except as stated in Section 10.
7.4 Eurotech reserves the right to make delivery of Goods by instalments and to tender a separate invoice in respect of each instalment.
7.5 Eurotech will make a reasonable effort to observe the dates specified in the Contracts or such later dates as may be agreed to by the Buyer for delivery or other performance, but Eurotech shall not be liable for delay in delivery or failure to perform resulting from conditions beyond the reasonable control of Eurotech.
8 Intellectual Property Rights
8.1 The following definitions apply in this Section 8: "Intellectual Property Rights" means all intellectual property rights of any description wherever in the world enforceable including without limitation patents, copyrights, database rights, design rights (whether registered or not registered), designs, trade-marks, trade names and know-how and the rights to apply for any of the foregoing. "Works" means without limitation all documents, manuals, drawings, specifications, designs, programs, computer software and firmware or any other material, work or tangible deliverable prepared, designed or created by Eurotech.
8.2 The Buyer acknowledges and agrees that, from the moment of creation or performance, all Intellectual Property Rights throughout the world subsisting in all Works prepared, designed or created by Eurotech in fulfilment of any Contract whether readable by humans or machines shall belong to Eurotech only and shall not be altered, reproduced or disclosed or used in their original or translated form by the Buyer without Eurotech's prior written consent. Neither shall the Buyer acquire any right, title, or interest in or to the same except as explicitly stated in these Terms.
8.3 The Buyer acknowledges that any Contract for the sale and purchase of the Goods and supply of Services shall not operate so as to transfer or vest in the Buyer any proprietary right in respect of the foregoing Intellectual Property Rights referred to in condition 8.1 above.
8.4 Eurotech grants to the Buyer a non-exclusive, non-transferable license to use such of the Works as are necessary, and to the extent necessary, from the Buyer to obtain and utilize the intended benefit of the Goods.
8.5 Eurotech may include in the Goods software from third parties such as Microsoft, Insyde, Datalight, IBM or various “Open Source” GLP/Linux/OSGI Libraries. These licenses are provided on a “Pass Thru” basis and the Buyer agrees to accept all the licenses terms and concurrent responsibilities.
8.6 Eurotech accepts no responsibility for the accuracy of drawings, patterns or specifications supplied by the Buyer. The Buyer shall indemnify Eurotech against all claims whatsoever for damages and costs and against all liability in respect of any infringement of patent or other intellectual property rights resulting from compliance with the Buyer’s instructions express or implied and shall pay all costs and expenses which may be incurred by Eurotech in reference to any such claim.
8.7 The Buyer shall not remove any identification mark or trade mark placed on the Goods.
8.8 Should Eurotech require its trade mark to be placed on the Goods or displayed prominently in close proximity to the Goods, the Buyer shall do so in such form, manner and color-ways as specified by Eurotech.
8.9 Any goodwill in any trade mark owned or claimed to be owned by Eurotech which is applied to or used in relation to the Goods, shall accrue to Eurotech.
8.10 If any claim is made against the Buyer that the Goods or Services infringe the Intellectual Property Rights of any third party, Eurotech shall indemnify the Buyer against all losses, damages, costs and expenses awarded against, or incurred by, the Buyer in connection with such claim paid, or agreed to be paid, by the Buyer in settlement of such claim provided that:
(i) Eurotech is given full control of any proceedings or negotiations in connection with any such claim;
(ii) the Buyer shall give Eurotech all reasonable assistance for the purposes of any such proceedings or negotiations;
(iii) except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of Eurotech.
iv) the Buyer shall do nothing which would or might vitiate any insurance policy or cover which the Buyer may have in relation to such infringement and shall use its best endeavors to recover any sums due thereunder and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover;
(v) Eurotech shall be entitled to the benefit of, and the Buyer shall accordingly account to Eurotech for, all damages and costs (if any) awarded in favor of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
(vi) without prejudice to any duty of the Buyer, Eurotech shall be entitled to require the Buyer to take such steps as Eurotech may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Eurotech is liable to indemnify the Buyer under this condition.
8.11 which steps may include (at Eurotech’s option) accepting from Eurotech non-infringing, modified or replacement Goods or Services.
8.12 Eurotech shall have no obligation or liability under condition 8.9 insofar as the infringement arises from a combination with or an addition to equipment not manufactured or developed by Eurotech.
8.13 The foregoing states the entire liability of Eurotech, and the exclusive remedy of the Buyer, with respect to any alleged intellectual property rights’ infringement by the said Goods or Services.
9 Integration rights
9.1 The Buyer shall have the right to integrate Goods as delivered by Eurotech into the Buyer's products and to sell, offer to sell, and distribute such Buyer products.
9.2 Nothing in these Terms shall be construed as a sale, assignment or transfer of product software to the Buyer or any customer of the Buyer; provided, however, that each customer that purchases a Buyer product containing a Eurotech Good shall have a limited license to use and execute the Eurotech software as required for the use of such Buyer product, and for no other purpose.
9.3 Except with the prior written consent of Eurotech, the Buyer shall not (a) disassemble, decompile, decode, reverse engineer, alter, modify, adapt, or create any derivative works based on, the software; (b) copy the software; or (c) distribute the software apart from the associated Eurotech Goods.
10 Warranty and Liability
10.1 Eurotech warrants that the Goods will operate in accordance with the specifications published by Eurotech in its website, and that the product hardware will be free of defects in material and workmanship, for a period of twelve (12) months following the date of delivery by Eurotech (“Warranty Period”). Eurotech shall have no obligation to provide corrections or upgrades to software or firmware included with the Goods, except to defects covered by the warranty. This warranty is only for the benefit of the original Buyer and is not transferable. No other party may act on behalf of such Buyer for the purpose of claiming or exercising any rights or benefits under or in connection with this warranty except as may be provided in a written agreement between Eurotech and such other party.
10.2 During the Warranty Period, Eurotech will, at its option, repair or replace a Good that is not in conformance with the foregoing warranty, according to the following procedures. The Buyer may make a request for repair or swap of a non-conforming Good by contacting Eurotech. If the request is correct, Eurotech will send the Buyer an Return Merchandise Authorization (“RMA”) request form and, if the RMA request form is in order, the Eurotech will issue to the Buyer an RMA number and shipping instructions. Cost of shipping to Eurotech is to be paid by the Buyer. The RMA number must be included with all shipments to the Buyer. An RMA number may also be issued for flash of firmware for error correction or upgrade. Eurotech or its designated repair facility will analyze the Good. If the product is determined to be functioning correctly, or out of warranty, it will be returned to the Buyer, with costs of shipment to be paid by the Buyer. If the product is determined to be defective for a cause attributable to Eurotech, the latter at its discretion may repair or replace the product, or if this is not reasonably possible, refund the purchase price for the product paid by the Buyer. Eurotech will use reasonable commercial efforts to provide a repaired or replacement product within one month of receipt of the defective product. Repair parts and replacement products will be furnished on an exchange basis and will be either new or reconditioned. All replaced parts and Goods shall become the property of Eurotech. Repaired or replacement Goods shall continue to be covered by the warranty until the later of (1) expiration of the original warranty period or (2) ninety (90) days after shipment back to the Buyer. Eurotech shall have reasonable time to make such repairs or to replace the Goods.
10.3 Eurotech shall have no obligation with regard to defects for which notice is not given to Eurotech within the Warranty Period. This warranty shall not apply with regard to damage caused by accident or normal wear and tear, or if the product has been misused, carelessly handled, defaced, modified or altered after delivery by Eurotech, or if unauthorized repairs have been attempted by others. The sole responsibility of Eurotech and the Buyer’s sole remedy under this warranty shall be to repair or replace the product at Eurotech’s option (or if repair or replacement is not reasonably possible, obtain a refund of the purchase price) as provided above. Eurotech expressly disclaims all other warranties of any kind, express or implied, including without limitation any implied warranties of non-infringement, merchantability, satisfactory performance and fitness for a particular purpose.
10.4 The Buyer shall be solely responsible for ensuring that any buyer good or other third party good into which the Eurotech’s Good may be integrated (collectively, an “End User Product”) operates as intended and meets its requirements or the requirements of its direct or indirect customers. Eurotech shall have no responsibility whatsoever for the integration, configuration, testing, validation, verification, installation, upgrade, support or maintenance of such end user product, or for any liabilities, damages, costs or expenses associated therewith. To the extent Eurotech agrees to review and provide any comments or suggested changes or improvements to the (a) hardware or software interface between the Eurotech Good and any other portion of such End User Product, (b) environment, schematics, configuration or application-specific software for such End User Product, or (c) overall solution presented by such End User Product, such review will be performed strictly as a courtesy to the Buyer and Eurotech makes no warranty and assumes no responsibility whatsoever for any such comments, changes or improvements, and any reliance thereon by the Buyer shall be at the Buyer’s sole risk.
10.5 The Goods are not designed, manufactured or intended for use, and should not be used or sold or resold for use, in any applications requiring fail-safe performance of the Goods and/or in which a malfunction or a failure of the Goods could lead to personal injury or death, or serious physical or environmental damage, including but not limited to applications such as (a) life support machines or other life preserving medical devices or systems; (b) air traffic control or aircraft navigation or communication systems; (c) control equipment for nuclear facilities; or (d) missile, nuclear, biological, or chemical weapons, or other military applications (collectively, “Restricted Uses”). All Restricted Uses of the Goods are strictly prohibited and shall automatically void any warranties or indemnities provided by Eurotech, and release Eurotech from any obligation to provide any training or support, with respect to such Goods. Without limiting the foregoing, the Buyer shall not sell any Goods for any Restricted Use by any of its customers.
10.6 Eurotech warrants that it will perform the Services
substantially in accordance with the relevant Proposal and with reasonable skill and care.
10.7 Services that do not comply with the warranty set out in condition 10.6 and which are notified to Eurotech within ten (10) days of the Buyer becoming aware of the same, and in any event no later than two (2) months after the date on which the Services were performed, shall, if Eurotech agrees they were non- conforming, be re-performed as soon as is reasonably practicable after Eurotech’s receipt of notice of the non-conforming Services. If Eurotech fails to rectify any deficient performance of the Services, the Buyer’s sole remedy shall be reimbursement of that portion of the fees attributable to the Services concerned.
10.8 With respect to any computer software comprised in the Goods supplied by Eurotech, any defects arising after expiry of the Warranty Period should be notified to Eurotech in writing. Eurotech may at its discretion and at the expense of the Buyer endeavor to correct any such defects but Eurotech gives no warranty that any such defects can be corrected or that defects will be corrected within any particular time.
10.9 Any claim arising out of or in connection with a Contract must be commenced against Eurotech within one (1) year of (i) delivery of the Goods or (ii) provision of the Services (as applicable), giving rise to the claim, and Eurotech shall have no liability to the Buyer under or in connection with any claim commenced after such time.
10.10 The limitations of liability in this condition 9 shall survive termination of any Contract.
11 Limitation of Liability and Buyer’s Indemnity
11.1 In no event will either party be liable to the other party under this Agreement for loss of production, loss of profit, loss of use, loss of business, loss of goodwill, loss of data or revenue, claims arising out of third party actions, or for any special, indirect, incidental or consequential damages, whether or not the possibility of such damages could have been reasonably foreseen.
11.2 The total liability of Eurotech on any and all claims, whether in contract, warranty, tort or otherwise, arising out of, connected with, or resulting from this Contract or the performance or non-performance hereof or from the manufacture, sale, delivery, resale, repair, replacement or use of any Goods or the furnishing of any service, shall not exceed the total purchase price paid by the Buyer for the Goods which gave origin to the claim.11.3 The Buyer shall indemnify and hold harmless Eurotech, its officers, agents, employees, subsidiaries, parents, affiliates and insurers from and against any and all liabilities, damages, losses, claims, lawsuits, including costs and expenses in connection therewith, for death or injury to any persons or loss of any property whatsoever, caused in any manner by Buyer’s possession, use or operation of Goods.

12 Product change notification and discontinuation
12.1 Changes in the Goods can be operated by Eurotech anytime, subject to prior communication to the Buyer.
12.2 Eurotech makes every effort to source necessary components from OEM suppliers to ensure traceability and authenticity. Eurotech uses industry standard tools to assist in managing component obsolescence and sub-supplier notifications and communications, and will strive to provide its Buyers with a minimum of 6-months’ notice to accommodate last time buy conditions and product material change notifications. From time to time a component Original Equipment Manufacturer (OEM) will not properly notify industry of a change or discontinuation, thus making it difficult to notify those impacted by a change in manufacturing process.
In the event whereby components are not readily available through Original Component Manufacturer’s (OCM) authorized distribution chain, in order to accommodate Buyers’ demand, Eurotech will source, and Buyers authorize, when contractually obligated, items through non-authorized or independent distributors/suppliers. Should Eurotech acquire components from non-authorized distributors, it will notify Buyers accordingly, when contractually obligated. Buyers that require deliverables that embed components sourced through non-authorized or broker suppliers agree to NCNR conditions and expressly agree to waive any warranty, whether express or implied. By accepting the delivery, Buyer agrees to release Eurotech from any liability to that respect, unless otherwise expressly agreed in writing between Eurotech and Buyers. On a case by case basis, Buyer and Supplier may agree on a specific testing and validation process required to ensure the authenticity and proper functionality of those items sourced through non-authorized or brokers suppliers, at the Buyers’ cost.
13 Compliance with Laws and Regulations
13.1 The Buyer will not itself use the Goods in such a way as may, and will not knowingly sell the Goods to any person where such sale may be or may result in a sale to an end user which may, put Eurotech in breach of any laws, embargoes or regulations from time to time in force in any jurisdiction. The Buyer hereby certifies that no Goods will be exported unless the appropriate prior authorization to such export has been obtained from the relevant authorities.
13.2 Goods delivered under these Terms may be the subject to the applicable import and export regulations of the concerned countries. The Buyer agrees to comply strictly with these applicable laws and regulations and to obtain and maintain any export and import license(s) required for the delivery of Goods to the Buyer under these Terms.
13.3 The Buyer shall comply fully with all industry safety standards and all safety-related laws, rules and regulations applicable to the manufacture, distribution or sale of items supplied by the Buyer which may incorporate the Goods. The Buyer shall defend and hold Eurotech harmless against any expense, loss, costs or damages relating to any claimed failure by the Buyer to comply with such industry standards, laws, rules or regulations or from any bodily injury, illness or property damage resulting from products manufactured by the Buyer which may incorporate the Goods supplied by Eurotech.
14 Force Majeure
14.1 Eurotech shall not be liable to the Buyer or be deemed to be in breach of any Contract by reason of any delay in performing, or any failure to perform, any of Eurotech’s obligations in relation to the Goods and/or Services, if the delay or failure was due to Force Majeure. Without limiting the foregoing, for the purposes of this condition, “Force Majeure” means:
14.1.1 Act of God, explosion, flood, tempest, fire or accident;
14.1.2 war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition;
14.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.1.4 import or export regulations or embargoes;
14.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Eurotech or of a third party);
14.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
14.1.7 power failure or breakdown in machinery; or
14.1.8 any other cause or event outside of Eurotech’s reasonable control.
15 Assignments
15.1 The Buyer may not assign all or any of its rights title or interest under these Terms or any Contract incorporating the same or transfer any of its obligations thereunder without Eurotech’s prior written consent and any assignment or transfer made by the Buyer without such consent shall be void and of no effect. In case of authorized assignment, the Buyer will remain jointly liable together with the assignee for the performance of all the obligations mentioned hereunder. Eurotech may assign these Terms and any of its rights and obligations hereunder to any other company of the Eurotech Group, or to any purchaser of all or substantially all of its assets relating to these Terms. These Terms shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.
16 Proprietary Information
16.1 The Buyer represents that it has adopted reasonable procedures to protect Proprietary Information, as defined hereafter, including binding agreements with employees and consultants to prevent unauthorized publication, disclosure or use of such during or after the term of their employment by or services for Buyer. The Buyer shall not use Proprietary Information except as required for the use of the Goods, shall not disclose Proprietary Information to any third party, and shall not transmit any documents or copies thereof containing Proprietary Information to any third party, except as may be authorized in writing by Eurotech. This Section 16 shall survive termination of the contract. “Proprietary Information” shall mean information or data of Eurotech, or a third person to whom Eurotech owes obligations of confidentiality, and which is furnished or to be furnished to the Buyer in written, graphic or machine-readable form and is marked proprietary or confidential. Where copies or alternative forms of information or data are received from Eurotech, such information or data shall be considered Proprietary Information if at least one of said copies or alternative forms is marked proprietary or confidential. This Section 16 shall not apply to information which the Buyer demonstrates was in the Buyer’s possession prior to receipt from Eurotech or information which the Buyer demonstrates is or has become available to the public or general knowledge in the industry otherwise than through the fault of the Buyer.
17 Default of Buyer
17.1 If the Buyer shall make default in or commit a breach of these Terms or of any of its obligations to Eurotech under any Contract incorporating the same, or if an order is made or a resolution is passed for the winding-up of the Buyer or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the Buyer or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the Buyer’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the Buyer takes or suffers any similar or analogous action in consequence of debt, Eurotech shall have the right, upon written notice to the Buyer (i) to suspend its performance and withhold shipments, in whole or in part; (ii) to terminate any Contract with the Buyer ; (iii) to declare all sums owning to Eurotech immediately due and payable and/or (iv) recall Goods in transit, retake same and repossess any Goods held by Eurotech for the Buyer’s account, without the necessity of any other proceedings, and the Buyer agrees that all Goods so recalled, taken or repossessed shall be the property of Eurotech, provided that the Buyer is given credit therefor. In case of termination, the latter shall be without prejudice to any claim or right which Eurotech may have accrued prior to the date thereof. Exercise of any of the foregoing remedies by Eurotech shall not preclude exercise of any of the others, and neither the existence nor exercise of such remedies shall be construed as limiting, in any manner, any of the rights or remedies available to Eurotech under the applicable laws.
18 Waiver of Breach
18.1 No forbearance, delay or indulgence by Eurotech in enforcing the provisions of these Terms or any Contract incorporating the same shall prejudice or restrict the rights of Eurotech nor shall any waiver of its rights operate as a waiver of any subsequent breach.
19 Governing Law
19.1 These Terms and the Contract shall be governed and construed in accordance with the laws of Maryland and the parties agree to submit to the non-exclusive jurisdiction of the Baltimore courts.
20 UN Convention
20.1 The application of the UN Convention on the International Sale of Goods is specifically excluded.
21 Government Contracts
21.1 If the Goods to be furnished under the contract are to be used in the performance of a U.S. Government contract or subcontract, the Government contract number and a statement to that effect shall appear on the Buyer’s purchase order. If the Buyer’s purchase order includes all of said information and if said order is accepted in writing by Eurotech, then those clauses of the applicable Government procurement regulations which are mandatorily required by Federal statute or regulation to be included in this contract shall be incorporated herein by reference. In all other events, said clauses shall not be incorporated herein by reference.