General Terms of Sale
HYDRANEXUS General Terms of Sale | EU | Version 03/2024 1 | 4
1 General Provisions
1.1 All articles and services supplied by companies in the HYDRANEXUS Group with registered offices in a country of the European Union (hereinafter referred to individually and collectively as the „Seller“) shall be subject to these General Terms of Sale and to any
separate contractual agreements. Any differing terms and
conditions of purchase of the purchaser shall not become part of the
contract either when an order is accepted or if they are not objected
to.
1.2 Unless otherwise expressly agreed, a contract shall be
concluded when the Seller issues his written confirmation of the
order. Written form shall also include confirmations sent in textform
by datatransfer (e.g. e-mail), electronic signature via signature
programs such as DocuSign, AdobeSign or fax.
1.3 If clauses customary in the trade are agreed, the rules on
interpretation of them as defined in the latest version of Incoterms
shall apply, unless otherwise specified in the following.
1.4 Documents, such as illustrations, drawings and information on
dimensions and performance shall only be approximately
authoritative and are not considered to be warranted characteristics
or guarantees, unless they are expressly designated as binding.
1.5 The Seller reserves ownership of and copyrights to samples,
cost estimates, drawings and the like, and to information embodied
in a tangible or intangible manner, including in electronic form. This
information shall be used only for contractual purposes and shall not
be edited, reproduced, or made available to a third party without the
consent of the Seller. The Seller shall make documents designated
as confidential by the purchaser available to a third party only with
the consent of the purchaser.
2 Prices and payment
2.1 Unless otherwise agreed, the prices shall not be deemed to be
fixed prices. For services ordered by the purchaser, which are not
covered by the original order, there is a right to additional,
appropriate remuneration. Unless agreed separately, the prices
shall be ex works of the Seller and shall include loading at the works,
but not include insurance costs, packaging, unloading and all other
auxiliary costs. Value-added tax shall be added to the prices at the
respective statutory rate.
2.2 The Seller shall be entitled to adjust the contractually agreed
price if changes in the amount of at least 1.5 % have occurred with
regard to (i) the wage costs by law, regulation, collective agreement,
company agreements or (ii) other cost factors necessary for the
performance of the service such as procurement costs of the
materials used, e.g. due to changes in the national or world market
prices for raw materials, exchange rates since the conclusion of the
contract. The adjustment shall be made to the extent that the actual
production costs at the time of conclusion of the contract change
compared to those at the time of the actual performance of the
service. A price adjustment for the period in which the Seller is in
default through his own fault is excluded.
2.3 Costs for travel, daily and overnight allowances are charged
separately. Travel times are considered as working hours.
2.4 Unless separately agreed, payments shall be made without
deduction to the Seller’s account, namely:
- a down-payment of one third of the price when the order is
placed,
- one third of the price payable when half the delivery period
expires,
- the remainder payable upon delivery or upon notification of
readiness for shipment if delivery is not possible immediately
after completion for reasons for which the Seller is not
responsible.
2.5 Unless otherwise specified in the acknowledgement of order,
payments shall be due net (without deduction) within 30 days of the
invoice date. The statutory provisions regarding the consequences
of default in payment shall apply.
2.6 The purchaser shall be entitled to withhold payments or offset
his counterclaims only if they have been ruled on finally or have
been acknowledged by the Seller.
3 Cooperation obligations of the Purchaser
3.1 The purchaser shall perform all duties to cooperate vis-à-vis the
Seller in such a timely manner that the Seller can deliver or perform
in due time.
3.2 Unless otherwise agreed, the purchaser shall be responsible for
obtaining the required permits at its own expense.
3.3 To the extent requested by Seller, purchaser shall make
available to Seller, free of charge and for the time of performance,
lockable, closed rooms not accessible to third parties for the stay of
Seller's employees and for the storage of tools and materials.
4 Delivery period, delay in delivery, force majeure
4.1 The delivery period shall be as agreed by the parties. To allow
it to commence and to be observed by the Seller, all commercial
and technical questions must first be clarified, and the purchaser
must have fulfilled all his obligations, such as furnishing of the
necessary official certificates or approvals or making of a downpayment.
If this is not the case, the delivery period shall be extended
commensurately. This shall not apply if the Seller is responsible for
the delay.
4.2 The delivery period shall be deemed to have been observed if
the article to be supplied is ready for loading or the services are
indicated ready for acceptance by the time the delivery period
expires. If acceptance is contractually required, the contractually
specified acceptance deadline, or alternatively the time at which
notification of readiness for acceptance is given, shall be binding,
except in the case where the purchaser justifiably refuses
acceptance.
4.3 If ready for shipment declarations or acceptance of the article to
be supplied is delayed for reasons for which the purchaser is
responsible or if the purchaser violates other duties of cooperation
on his part, the Seller shall be authorised to demand compensation
for the losses he has incurred in this regard, including any additional
expenses. Without prejudice to further claims, the Seller can
otherwise dispose of the article to be supplied after he has set a
reasonable period of grace and this has expired without remedy, in
particular store the article to be supplied at the risk and expense of
the purchaser and/or supply the purchaser within a reasonably
extended period.
4.4 If a failure to observe the delivery period is due to force majeure,
such as natural disasters, epidemics, pandemics, war, armed
conflicts, civil war, revolution, terrorism, sabotage, cyberattacks,
nuclear/reactor accidents, embargo/sanctions or similar restrictions,
labour disputes shortage of raw materials, materials, components
and means of transport or other events that are outside the Seller’s
control, the Seller shall be discharged from his performance
obligations for the duration of the event and the delivery period shall
be extended appropriately. Effects and/or restrictions arising from
or in connection with an event of force majeure (e.g. travel
restrictions, border closures, transport restrictions or delays, plant
closures, etc.) which make it impossible or unreasonably difficult to
comply with the delivery or performance time, shall be deemed to
be an force majeure event within the meaning of Section 4.4. The
Seller shall inform the purchaser of when such circumstances start
and end within a reasonable time after becoming aware of them. If
the force majeure event or multiple force majeure events lasts for
more than 6 months, the Seller shall also be authorised to terminate
the contract. In case of delay - due to force majeure - the purchaser
is not entitled to make any monetary claims against the Seller.
4.5 If the Seller is in delay and the purchaser incurs losses as a
result, the latter shall be authorised to demand lump-sum
compensation for the losses due to such delay. This shall be 0.5%
of the value of that part of the overall delivery that cannot be used
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on time or in accordance with the contract because of the delay, for
each full week of the delay but a maximum total amount of 5% of
said value.
If the Seller is in delay and the purchaser grants him reasonable
time to perform his obligation – considering the statutory exceptions
– and if this period of time is not observed for reasons for which the
Seller is responsible, the purchaser shall be authorised to rescind
the contract within the framework of the statutory provisions.
Further claims of the purchaser towards the Seller from delay in
delivery shall be excluded within the framework of Art. 100 para. 1
of the Code of Obligations (OR).
5 Transfer of risk, acceptance, packaging
5.1 Unless otherwise agreed individually, risk shall pass to the
purchaser upon the start of loading of the parts to be supplied at the
Seller’s works, even if partial deliveries are made or the Seller has
assumed other services, such as shipping cost or delivery and
installation. Subject to any different agreements, the obligation to
load, stow and secure the supplied article safely during transport
and unload it is the responsibility of the purchaser and his freight
forwarding agent, freight carrier or agent making the collection; he
shall also have an obligation to provide and make available at his
own expense appropriate securing devices.
5.2 If acceptance has been agreed, this must be conducted
immediately at the agreed time, alternatively after the Seller has
given notification that the object is ready for acceptance. The
purchaser cannot refuse acceptance due to an insignificant defect,
provided the Seller acknowledges his obligation to remedy the
defect.
5.3 If shipment or acceptance is delayed or not performed due to
circumstances not attributable to the Seller, the risk of accidental
loss or accidental deterioration of the article to be supplied shall
pass to the purchaser from the day on which notice is given of its
readiness for shipment or acceptance. The Seller undertakes to
take out insurance requested by the purchaser, such as transport
insurance, at the expense of the purchaser. In case of default of
acceptance by the purchaser, the Seller shall be entitled to charge
a storage fee.
5.4 Partial deliveries shall be permitted if this is reasonable for the
purchaser.
5.5 Transport and other packaging shall be taken back at the cost
and expense of the purchaser. The place of return of packaging is
the Seller's factory gate.
6 Retention of title, assignment of claims, withdrawal
6.1 The Seller shall retain his title to the supplied article until all
claims have been settled, the respective outstanding balances to
which the Seller is entitled as part of the business relationship with
the purchaser (overall retention of title). If the destination state of
the articles is in Switzerland, the Seller shall be entitled to have the
retention of ownership registered in the retention of ownership
register. If the destination country of the articles is outside
Switzerland and if the validity of the retention of title in the
destination country of the articles requires an entry in a register or a
similar procedure, the Seller shall be entitled to have the retention
of title registered and take any action required for the validity of the
retention of ownership, with the purchaser providing any
cooperation required.
6.2 The purchaser shall be obliged to treat the supplied article
subject to retention of title (retained articles) with care; in particular,
he shall be obliged at his own expense to insure it adequately
against theft, breakage, fire, water, and other damage at the
reinstatement value. The Seller shall be authorised to take out this
insurance at the expense of the purchaser if the purchaser has
demonstrably not taken it out.
6.3 If the retained articles are combined with other objects such that
they become an essential part of another object, the Seller shall
obtain co-ownership of the other object. If a new object is produced
by combining or processing of the retained articles, the Seller shall
always acquire a corresponding right of co-ownership.
6.4 The purchaser shall be authorised to resell the retained articles
in the normal course of business. If the retained articles that have
been supplied or produced in accordance with Section 6.3 are sold,
the purchaser hereby assigns the claims against his purchasers
from the sale (total sum invoiced including value-added tax) or a
corresponding part thereof, along with all secondary rights, to the
Seller until the latter’s claims have been settled in full. The
purchaser is obligated to provide the Seller with a copy of the invoice
in respect of the resale without delay.
6.5 The purchaser shall remain authorised to collect the claim
assigned pursuant to Section 6.4; the Seller’s authorisation to
collect the claim himself shall remain unaffected thereby. The Seller
shall not collect the claim if the purchaser meets his payment
obligations from the collected amounts, is not in arrears with
payment or has not discontinued payment, and an application for
instigation of insolvency proceedings, administration of an insolvent
estate or similar procedure has not been filed against the purchaser
with a view to general execution.
If one of the above situations applies, the Seller can demand that
the purchaser disclose the claims assigned to the Seller as security
and provide all details and documents required to collect them.
6.6 If the purchaser acts in breach of contract, if he is in arrears with
payment, the Seller shall be authorised to take back the supplied
articles after issuing an unsuccessful warning. This, like any levy of
execution on the articles by the Seller, shall not constitute a
rescission of the contract by the Seller.
6.7 An application to instigate insolvency proceedings,
administration of an insolvent estate or similar procedure with a view
to general execution or the rejection of such an application due to
insufficient assets, shall authorise the Seller, upon its choice (i) (in
case of the rejection of such an application) to rescind the contract
and otherwise to demand immediate surrender of the supplied
article or (ii) to provide further contractual obligations conditional
upon advance payment-performance. The choice of the latter does
not bar the remedy of the Seller to rescind the contract later.
7 Liability for defects
The Seller shall be liable for defects and legal imperfections in title
to the exclusion of further claims – subject to Section 8 – as follows:
7.1 Material defects
7.1.1 Details given by the Seller about the properties of the article
to be supplied are the result of his measurements and calculations
and shall be the article’s agreed nature, but not its warranted
qualities or guarantees within the meaning of Article 197 of the Code
of Obligations (OR).
7.1.2 The purchaser can assert claims due to a material defect only
if he has properly fulfilled his obligations to examine the supplied
article and to give notice of defects in accordance with Article 201
of the Code of Obligations (OR) and Section 7.1.3 below. Notices of
defects and complaints of any kind are to be given in writing by
entrepreneurial customers to the Seller within the statutory period,
with as exact a description of the defect as possible and an
indication of the possible causes, otherwise the warranty claims will
be forfeited. If no complaint is made, the article shall be deemed to
have been approved.
7.1.3 All parts that prove to be defective because of circumstances
before the transfer risk shall, at the discretion of the Seller, be
repaired or resupplied free of charge. Such defects shall be reported
to the Seller clearly and in writing as soon as they are discovered.
Replaced parts shall become the property of the Seller.
7.1.4 The purchaser must prove that the defect was already present
at the time of transfer of risk.
7.1.5 The Seller’s liability for material defects in essential third-party
products, which are an integral part or accessories of the supplied
articles, shall be limited to assignment of the claims for material
defects of the Seller against his supplier. If the assigned claims for
material defects are not settled, the claims of the purchaser against
the Seller due to material defects shall be revived.
7.1.6 Following agreement with the Seller, the purchaser shall give
the Seller the required time and opportunity to make all the repairs
and to supply such replacements as the Seller deems necessary;
otherwise, the Seller shall be discharged from liability for the
resultant consequences. The purchaser shall have the right to
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rectify the defect himself or have it rectified by a third party and
demand compensation for his necessary expenses from the Seller
only in urgent cases of risk to safety; the Seller shall be informed
immediately thereof.
7.1.7 Of the direct costs incurred because of repair or delivery of a
replacement, the Seller shall – provided the complaint proves to be
justified – bear the costs of the repair work and/or the replacement
item (material- and workmanship costs), including the cost of
shipping it to the place of performance. The Seller shall also bear
the reasonable costs of removing the defective part supplied and
the costs of installing the replacement article if installation of the part
that later became defective was originally part of the contract due
from the Seller. The acceptance of further costs incurred by the
Seller in connection with rectification or replacement delivery shall
be expressly excluded.
7.1.8 Within the framework of the statutory provisions, the purchaser
shall have the right to rescind the contract if the Seller fails to
remedy a material defect by a reasonable period of time set for him
to repair the article or supply a replacement where non-compliance
within the additional period is due to circumstances which can be
attributed to the Seller but not in cases of force majeure or similar
instances. If the defect is only insignificant and the Seller has failed
to remedy the defect by a reasonable period set for him to repair the
article or supply a replacement, the purchaser shall merely have a
right to a reduction in the contractual price.
7.1.9 The Seller shall not be liable for defects that are attributable
to measures or designs expressly demanded by the purchaser or
that occur in materials or products which have been provided by the
purchaser or whose use the purchaser has expressly demanded
contrary to the Seller’s advice. No liability shall be assumed in the
following cases:
Unsuitable or improper use or incorrect installation or
commissioning by the purchaser or a third party; failure to use
original parts and materials; normal wear and tear; incorrect or
negligent handling; improper maintenance; unsuitable operating
supplies; faulty construction work; unsuitable subsoil; failure to back
up or inadequate backing up of data by the purchaser; failure to
check or inadequate checking of programs and data for computer
viruses (as defined in Section 10.3) by the purchaser; unusual
effects of any kind (e.g. vibrations from other assemblies, ingress of
foreign matter); corrosion (e.g. through halogens); chemical,
electrochemical or electrical influences – unless the Seller is to
blame for them; violation by the purchaser of the obligations
described in Section 7.2.4.
7.1.10 If the purchaser or a third party carries out repairs improperly,
the Seller shall not be liable for the resultant consequences.
The same shall apply to changes to the supplied article that have
been made without the prior consent of the Seller.
7.1.11 The title of articles or services complained about shall pass
back to the purchaser, if this is feasible. The purchaser shall be
obliged to return the defective part at its cost and expense to the
Seller at the request of the Seller.
7.1.12 Subject to Section 9.2, the above warranty provisions shall
apply accordingly to rectification of defects.
7.2 Legal imperfections in title; Export control
7.2.1 If use of the supplied article results in the infringement of
industry property rights such as patents or copyrights of third
parties, the Seller shall in principle and at his own expense obtain
the right for the purchaser to continue using it or modify the supplied
article in a way that the purchaser can reasonably be expected to
accept so that the property right is no longer infringed.
If this is not economically feasible or not possible within a
reasonable period, the purchaser shall be authorised to rescind the
contract. If said conditions exist, the Seller shall also have the right
to rescind the contract.
Moreover, the Seller shall – if he is to blame – indemnify the
purchaser against claims of the owner of the property rights that are
undisputed or have been ruled on finally and conclusively.
7.2.2 Subject to Section 8, the Seller’s obligations specified in
Section 7.2.1 shall be final in relation to the infringement of
proprietary rights or copyrights.
These obligations shall exist only if
- the purchaser informs the Seller as soon as infringements of
proprietary rights or copyrights are claimed,
- the purchaser assists the Seller to a reasonable extent in
defending against the claims or enables the Seller to make the
modifications as stated in Section 7.2.1,
- the Seller retains the right to undertake all defensive measures,
including out-of-court settlement,
- the legal imperfection in title is not attributable to an instruction
by
the purchaser or to the fact that the infringement only occurred
because of combination of the supplied article by the purchaser
with products or deliveries outside the Seller’s scope of supply,
and
- the infringement has not been caused by the fact that the
purchaser has modified the supplied article on his own or used
it in a way not in conformity with the contract.
7.2.3 The Seller does not warrant that the end products
manufactured on the supplied article, including the manufacturing
process used, are free of third-party property rights.
7.2.4 If the purchaser intends to export or transfer the supplied
article to a country or territory against which the United Nations, the
European Union or the United States of America has imposed or
implemented an embargo or any other export or re-export
restrictions or intends to use the supplied article in such country or
territory, the purchaser shall notify the Seller of the same in writing
before the contract is entered into. If the purchaser adopts such an
intention after the contract is entered into, such export, transfer or
use shall be subject to the seller's prior written approval.
Notwithstanding anything to the foregoing, the purchaser represents
and warrants that it will comply (i) with all German, EU and UN
export control regulations including embargoes and other sanctions
and (ii) with all other foreign export control regulations including
embargos and other sanctions provided that Germany, the EU or
the UN have enacted similar regulations, embargos or other
sanctions targeting the same countries. If the supplied articleis
resold by the purchaser, the latter shall enter agreements to ensure
that the obligations set forth in this Section are transferred through
to the entire delivery chain and to the final customer ultimately
holding the supplied article. In the event of a violation of the
obligations set forth in this Section 7.2.4, the Seller shall be entitled
to terminate the contract with immediate effect.
8 Liability
8.1 Irrespective of whether the Seller is at fault before or after
conclusion of the contract, the Seller shall only be liable for damage
to the supplied article itself and limited to the amount of the invoice
amount for the respective supplied article, unless an exception
pursuant to Section 8.2 applies.
8.2 The Seller shall be liable for damage not caused to the supplied
article itself – on whatever legal grounds, including liability for
auxiliary personnel and tort – only
- if he has acted with intent,
- if he has been grossly negligent,
- in the case of defects, the Seller has concealed with intent to
deceive,
- in the case of defects a mandatory legal liability.
8.3 The Seller shall not be liable for indirect damage, loss of profit,
loss of production, loss of interest, failure to make savings,
consequential damage, and financial loss, for damage arising from
third-party claims and for the loss of data and programmes and their
recovery, unless an exception pursuant to Section 8.2 applies.
8.4 Further claims for damages – on whatever legal grounds – shall
be excluded. If liability for damages on the part of the Seller is
excluded or limited, this shall also apply to personal liability for
damages on the part of the Seller’s employees.
9 Limitation of actions
9.1 All claims of the purchaser – on whatever legal grounds – shall
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become statute-barred insofar as they are not asserted within 12
months from the due date and the purchaser’s knowledge of the
infringing party and damage. The statutory periods of limitation shall
apply to intent or intent to deceive, culpable injury to life, body or
health and claims under the applicable Product Liability Law.
Defects in a building or in supplied articles that have been used for
a building in accordance with their customary usage and have
caused the defect in the building shall be subject to a limitation
period of 3 years.
9.2 If, as part of rectification of a defect, the purchaser obtains rights
in relation to defects, all defect claims become statute-barred 12
months from delivery date. For new rights in relation to defects, all
claims arising from these rights shall become statute-barred at the
latest 6 months from when the defect was rectified whereby such
claims shall exclusively be limited to defects that arise directly in
connection with the rectification of the defect.
10 Use of software
10.1 If software is supplied, the purchaser shall be granted a nonexclusive right to use it and its documentation. It shall be provided
for use on the intended object supplied. The software shall not be
used on more than one system.
10.2 The purchaser shall reproduce, revise, compile or translate the
software or convert it from object code to source code only to the
extent permitted by Copyright Law (UrG). The purchaser
undertakes not to remove manufacturer's data – in particular
copyright notices – or to change them without the Seller’s prior
written consent.
All other rights to the software and documentation, including copies
thereof, shall remain with the Seller or the software supplier.
Sublicensing of it shall not be permitted.
10.3 Before providing the software to the purchaser, the Seller shall
use state-of-the-art, up-to-date protection measures to check it for
computer viruses, Trojan horses, virus hoaxes and similar
programs, program parts and malicious functions that may result in
loss or falsification of data or programs or impairment of systems or
parts of them (hereinafter referred to as “computer viruses”).
Nevertheless, it is not possible to rule out the risk that the software
contains unknown or mutated computer viruses or that such viruses
may enter an (operating or control) system of the purchaser later
and possibly change or delete program data of the software or other
data or programs or impair systems.
10.4 Consequently, the purchaser himself shall likewise take
measures to protect against computer viruses and other destructive
data. The purchaser shall be obliged to test whether the supplied
software or files are infected with computer viruses before executing
the software or opening the files. This shall also apply to software
the purchaser wishes to use as part of his (operating or control)
systems, where the functionality of the Seller’s software may be
affected thereby.
10.5 The purchaser shall be obliged to back up data himself on a
regular basis to prevent loss of it because of computer viruses. If
data is lost or manipulated, the Seller shall be liable only for the cost
involved in restoring the correct data if the purchaser has backed it
up properly.
11 Applicable law, place of jurisdiction
11.1 In addition to these provisions the substantive law of
Switzerland shall apply to all legal relationships between the Seller
and the purchaser without applying conflicting legal regulations and
the regulations of the United Nations Convention dated 11 April
1980 on the international sale of goods (CISG).
11.2 Any dispute, controversy or claim arising out of or in relation to
the contractual relationship between the Seller and the purchaser,
including the validity, invalidity, breach, or termination thereof, shall
be subject to the exclusive jurisdiction of the ordinary courts in
Zürich, Switzerland.
12 Final provisions
12.1 The Seller shall be entitled to store, transfer within the Seller's
country and abroad, use, alter and erase data related to persons as
given by the purchaser in the course of business. The purchaser
shall hereby be notified of this.
12.2 Unless otherwise specified in the acknowledgement of order,
the place of performance for the parties’ mutual obligations from the
contractual relationship shall be the place of the Seller’s registered
offices. This shall also apply if clauses customary in the trade have
been agreed.
12.3 Should individual parts of these General Terms of Sale be
invalid, this shall not affect the validity of the remaining parts.
12.4 Declarations serving to establish, safeguard or exercise rights
shall not be valid unless given in writing. Written form shall also
include declarations sent in textform by data transfer (e.g. e-mail),
electronic signature via signature programs such as DocuSign,
Adobe Sign or fax, unless the written form is mandatory according
to applicable law.
12.5 The purchaser shall not assign his contractual rights to a third
party without the written consent of the Seller. The Seller may
transfer his contractual rights to third parties at any time, unless the
third parties are direct competitors of the purchaser. In the latter
case, the written consent of the purchaser is required.
12.6 If the Seller provides installation, commissioning, maintenance,
repair or similar services, the relevant special terms and conditions
of the Seller shall apply additionally and with precedence.
12.7 The purchaser shall not sell, export or re-export, directly or
indirectly, to the Russian Federation or for use in the Russian
Federation any goods or technology sold, supplied, transferred or
exported to the purchaser by the Seller that fall under the scope of
Article 12 g of Council Regulation (EU) No. 833/2014 as amended
from time to time (for the latest version of Council Regulation (EU)
No. 833/2014 see https://eur-lex.europa.eu/oj/direct-access.html
and https://eur-lex.europa.eu/homepage.html?locale=en).
The purchaser shall undertake its reasonable efforts to ensure that
the purpose of preceding sentence is not frustrated by any third
parties further down the commercial chain, including by possible
resellers, and shall set up and maintain an adequate monitoring
mechanism to detect conduct by any third parties further down the
commercial chain, including by possible resellers, that would
frustrate the purpose of the preceding sentence.
The purchaser shall immediately inform the Seller about any
problems in applying the two preceding sentences including any
relevant activities by third parties that could frustrate the purpose of
the two preceding sentences.
The Purchaser shall make available to the Seller information
concerning compliance with the obligations under this paragraph
within two weeks of the simple request of such information.
Any violation of any of the four preceding sentences shall constitute
a material breach of an essential obligation of the purchaser, and
the Seller shall be entitled to seek appropriate remedies, including,
but not limited to (i) a termination of the contract and (ii) a penalty of
10 % of the total value of the contract or price of the goods or
technology exported, whichever is higher.
The obligations set forth in this paragraph (12.7) shall come in
addition to any other obligations which purchaser might have
otherwise under the contract. In case of any contradiction of the
stipulations of this paragraph (12.7) with any other obligation which
purchaser might have under the contract, the stipulations of this
paragraph (12.7) shall prevail.