Purchase Terms (exclusive) valid from 1 January 2022

These terms and conditions (the "Terms") apply to any and all (applications for) quotations, Purchase Orders and other agreements between Xindao B.V, a company incorporated under the laws of the Netherlands, with its registered address Verrijn Stuartlaan 1d, 2288 EK Rijswijk, the Netherlands, registered with the Chamber of Commerce under number 27115697, hereinafter referred to as "Buyer", and the (legal) entity from whom Products are ordered and/or purchased by Xindao, hereinafter referred to as "Vendor". Buyer and Vendor are hereinafter collectively also referred to as the “Parties” and individually as a “Party”. In the event of any conflict or inconsistency between a Purchase Order and these Terms, including its appendices, the Purchase Order shall prevail.

1. DEFINITIONS

1.1 "Agreement" means a Purchase Order issued by Buyer, or any other agreement entered into between Buyer and Vendor which is governed by the Terms, together with the Terms.
1.2 "Confidential Information" means all information (i) regarding the terms and conditions of the Agreement(s) and all other arrangements between Buyer and the Vendor, (ii) relating to the supply of Products by the Vendor to Buyer, its affiliated legal entities and its customers, (iii) regarding the Resources, (iv) about business processes, strategies, working methods and know-how of Buyer, its affiliated legal entities and its customers, and (v) any other information, in whatever form, which has been disclosed in confidence or which, given its nature, must be regarded as confidential.
1.3 "Intellectual Property Rights" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered, including applications for any intellectual property rights) throughout the world.
1.4 "Personnel" means personnel of the Vendor, including employees as well as third parties engaged by Vendor.
1.5 "Product Specifications" means the quality requirements relating to the Products, as may be set out in the Purchase Order or as may otherwise be provided to Vendor by Buyer (or provided by Vendor and confirmed by Buyer in writing), including improvements and modifications provided by Buyer to Vendor.
1.6 "Products" means all goods that are ordered and/or delivered under the Agreement.
1.7 "Purchase Order" means an order issued to Vendor by or on behalf of Buyer with respect to Products. Such order shall state the number of and identify the Products to be supplied, and may contain other detailed instructions, including, the date and destination of delivery, payment terms and Product Specifications.
1.8 "Requirements" means in relation to the Products, all specifications set out in a Purchase Order, related Product Specifications and any other of Buyer's requirements that have been accepted by Vendor in writing.
1.9 "Resources" means all goods and information (and information carriers) made available by Buyer to the Vendor or produced by the Vendor for the execution of the Agreement, including but not limited to tools, raw materials, parts, components, semi-manufactures, drawings, specifications, models, jigs, stamps, samples, software, forms, templates, moulds, calibres, etc.
1.10 "Supply" means the manufacture, packaging and/or delivery of the Products to Buyer by Vendor, as per the terms of the Agreement

2. SUPPLY

2.1 Vendor shall Supply the Products as per the Purchase Order and Requirements.
2.2 Vendor shall exercise due care in packing and labelling the Products as per Buyer's instructions and/or as per the agreed packing guidelines or other written instructions from Buyer. Vendor shall bear the risk of loss of or damage to all Products where attributable to the inadequate or improper packing and/or labelling.
2.3 Vendor shall clearly mark each Product with a brand image or logo as per the Purchase Order, Product Specifications and/or any other specific requirements as instructed by Buyer, including on exact colours, designs, sizes, etc.

3. QUALITY CONTROLS AND INSPECTION


3.1 Vendor:
(a) warrants that all Products manufactured under the Agreement shall be free from defects, fit for their intended use, safe and of sales quality, complying with all the applicable EU laws and regulations, and conform to the Requirements, including any samples provided or confirmed by Buyer. If any special requirements exist including laws, regulations and rules applicable in the jurisdiction to which the Products will be exported, these shall be mentioned in the Purchase Order or Product Specifications, in which case the Products must meet such standards;
(b) warrants that it will not: (i) infringe upon Intellectual Property Rights; (ii) use any Confidential Information; or (iii) use any other business secrets/sensitive information of third parties and that it has sufficient licences with respect to such third parties’ Intellectual Property Rights allowing for Buyer's intended use of the Products;
(c) shall indemnify Buyer from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and any other out-of-pocket costs (including reasonable attorney's fees and expenses) which Buyer may incur or be liable for arising out of or in connection with: (i) third party claims relating to the Products; and (ii) Vendor's breach of the warranty set out in Article 3.1(b); and
(d) shall handle all third party claims relating to the Products directly or upon being informed of the existence of such claim against Buyer.
3.2 In accordance with the Requirements, or at Buyer’s request, Vendor shall provide Buyer with samples accompanied by a signature of Vendor’s authorized representative for confirmation for each batch of Products, either at Vendor’s premises or at a place designated by Buyer. Such samples shall be provided by Vendor at no cost to Buyer including transportation costs. The Vendor must provide at least one piece of mass production sample free of charge for each item. If the samples do not meet the Requirements, Buyer may require corrective action so that the discrepancy is corrected in a timely manner indicated by Buyer. If the sample meets the Requirements, to be determined by Buyer in its sole discretion, Buyer will confirm the same in writing. Any manufacturing shall be done based only upon Buyer’s confirmation that a sample meets the Requirements.
3.3 Before the dispatch of Products, Vendor shall perform quality control of those Products of a level at least equal to that set out in these Terms. Vendor shall keep detailed records of such quality control and shall provide these to Buyer upon dispatch of the Products.
3.4 During manufacture, processing and storage, Buyer and/or Buyer’s customers may directly or through a third testing party carry out inspections and testing (“Product Inspections”) at random, to which Vendor shall provide full cooperation to facilitate. During Product Inspections, Buyer and Buyer’s customers or their respective designated third testing party shall have the right to take, free of charge, a reasonable number of samples and a reasonable number of any and all other materials related to such Products, or the production thereof, for the purpose of examination or testing. Alternatively, Buyer may instruct Vendor to carry out the inspection and testing as per the instructions of Buyer. Buyer or its customers shall bear their own fees and expenses for Products Inspections. The passing of random inspection shall not be deemed that the whole shipment meets 100% inspection standard, neither shall it exempt any obligations, duties and guarantee of Vendor on product quality.
3.5 Buyer and Buyer’s customers or their respective designated third testing party shall be entitled to visit Vendor’s facilities during normal business hours. During such visits, Buyer, Buyer's customers and their representatives shall obey the rules and regulations of Vendor and shall have the right of full and free access to and disclosure of all apparatus, methods, and materials used by Vendor in the manufacturing of the Products.
3.6 Besides the random Product Inspections under Article 3.4 above, upon notice from Vendor that the Products are ready for Product Inspection, Buyer shall organize, respectively, instruct Vendor to perform, and Vendor shall facilitate, respectively, perform a final Product Inspection right before Vendor dispatches the Products to Buyer or to the destination as determined in the Purchase Order, and such Product Inspection must be to Buyer's satisfaction. For avoidance of doubt, this means that Vendor shall not dispatch any Products to the warehouse designated by Buyer or load any Products in containers or on the carrier until the Products have been approved in writing by Buyer.
3.7 Any and all visual tests and inspections of the production, irrespective of the party carrying them out, must always be done in accordance with the Military Standard 105 E / ISO 2859-1 (“Military Standard”), where the AQL (Acceptable Quality Level, i.e. the maximum number of defective samples) is defined as follows:
(i) Critical fault: AQL = 0.0
(ii) Major fault: AQL = 2.5
(iii) Minor fault: AQL = 4.0
3.8 The terms Critical fault, Major fault and Minor fault shall be as defined in the Military Standard. In addition, if the Products and/or materials of the Products do not meet the Requirements or other criteria contained in these Terms, this shall always be deemed a Critical fault.
3.9 The inspection is conducted by means of visual inspection of a number (“n”) of items of the Products sampled at random, as permitted in the Military Standard. If there are more defective samples than permitted, Buyer may reject the lot of Products and resort to the remedies as per Article 4 of these Terns.
3.10 If the test of compliance needs to be carried out by means of chemical or physical analysis to be done by a Notified Body (of the EU) as appointed or approved by Buyer (“Testing Lab”), Vendor shall submit the Products and/or materials used for production to such Testing Lab. If the Testing Lab concludes upon inspection and/or testing that the Products and/or materials of the Products do not meet Buyer’s Product Specifications or Buyer’s request or other agreements or the related legal requirements, the lot will be rejected and Vendor shall bear the testing costs and other costs related to the testing, without limiting any other of Buyer's rights and remedies, including the remedies as per Article 4 of these Terms.
3.11 Except as otherwise agreed, Buyer and Vendor agree that the Product Inspections under the Agreement only check easily visible damages of the Products. Thus such inspection does not release Vendor from any responsibility relating to visual or hidden defects and/or third party claims (due to the defects of the Products) after shipment and delivery of these Products after inspection, and in such case Vendor shall resume full responsibility and cover all costs arising therefrom. Similarly, the passing of inspections conducted by Buyer, Buyer’s customers, or their respective designated third testing party per Article 3.194 above, shall not exempt Vendor from any liability due to the defects of the Products’ quality after shipment and delivery of these Products, and in such case Vendor shall still resume full responsibility and cover all costs arising therefrom.
3.12 If under the Purchase Order the Products are required to be stored in a warehouse designated by Buyer before shipment, Vendor shall bear all costs and expenses of delivery of the Products to such warehouse, of storage of the Products in the warehouse and of delivery of the Products from the warehouse to the destination per the Purchase Order. Vendor shall provide the warehouse with a standard packing slip (as issued by Buyer as a proof of delivery and storage of the Products in such warehouse.
3.13 Within thirty (30) days from the date of arrival at the storage warehouse, Buyer may, at its own discretion, carry out a re-inspection of the quality, quantity, condition and packaging of the Products. The Parties agree that any (final) inspection of the Products by Vendor is subject to Buyer's re-inspection.
3.14 If a pre-export inspection by a competent government department is required under applicable laws, regulations or rules, Vendor shall notify Buyer's logistics department in writing ten (10) days in advance to arrange for commodity inspection and shall be responsible for handling all commodity inspection formalities. The customs declaration shall be provided to the trading company agreed or designated by Buyer seven (7) days before shipment.
3.15 If the results of any inspections under Articles 3.4, 3.6 and 3.14 show that the Products do not or will not meet the Requirements, Buyer may require corrective action of any discrepancies in a timely manner. Any follow-up inspection due to failure of the first inspection shall be carried out at Vendor’s cost, and any delay of delivery caused by such failure shall be dealt with as per Article 7.2 below. Buyer shall be entitled to reject any Products both before and after delivery, which are not in accordance with the Requirements. If Buyer rejects the Products, the risk of damage to or loss of the Products is borne by Vendor.
3.16 Where Buyer performs any (preparations for) inspections under Article 3.6 upon notice by Vendor that the Products are ready for Product Inspection, but Buyer finds that the Products are not yet ready for Product Inspection, Vendor shall reimburse any inspection-related costs that were made by Buyer.
3.17 The costs to be reimbursed as per Articles 3.15 and 3.16 above shall amount to a minimum of EUR 500per inspection, plus, where appropriate and at Buyer’s discretion, expenses such as travel and hotel. Vendor expressly agrees that Buyer can deduct such reimbursements from any payment to be made to Vendor.

4. NON-CONFORMITY

4.1 If any Products that do not meet the Requirements or are otherwise found to be non-compliant ("Non-Conforming Products") during pre- or post-shipment inspection, Buyer will notify Vendor within 72 hours of such discovery, after which Parties shall endeavour to get a common understanding of the issue(s) and on how to solve the issue(s).
4.2 Except if agreed otherwise by the Parties in writing, any Non-Conforming Products may be returned by Buyer to Vendor within a reasonable time after the discovery of any defects or non-conformity of the Product, or within 12 months from Vendor’s delivery of the Products (“Warranty Period”). In such case, Vendor is liable for any expenses incurred by Buyer in returning such Non-Conforming Products, including the cost of freight, duties or other charges that Buyer may incur. Where Vendor knows or should have known of the non-compliance of the Products, Buyer is not subject to the said time limits for claim prescribed under this Article.
4.3 Upon receipt of the Non-Conforming Products from Buyer, Vendor shall provide Buyer with replacement Products as quickly as possible or as per Buyer’s instructions, at Vendor’s expense including, where required by Buyer, airfreight expenses. If Vendor refuses to replace the Non-Conforming Products or fails to deliver replacement Products that meet the requirements of Buyer on time, Vendor shall indemnify Buyer for any and all damages or losses suffered as a result of the non-conformity of the Product(s).
4.4 Moreover if Non-Conforming Products are detected by Buyer’s customer(s) and it can be shown that the Non-Conforming Products were Supplied by Vendor, Vendor shall be fully liable and shall reimburse all related costs of Buyer and its Customer. Buyer shall be entitled to charge Vendor for the costs incurred by Buyer or its customer in relation to the Non-Conforming Products Supplied by Vendor, including but not limited to the costs of additional testing and selection, additional processing, the costs of scrapping the Products and the system they are part of, additional (extraordinary) freight costs and reasonable administration costs.

5. TERMINATION

5.1 Buyer may terminate (opzeggen) all or part of the Agreement at any time by notice to Vendor. If such termination is not due to a fault of Vendor as per Article 5.2 below, Buyer shall only be liable to pay Vendor for reasonable costs and expenses actually incurred by Vendor in relation to the terminated Agreement up to the moment of termination. Buyer reserves the right to review the reasonableness of Vendor’s claim and Vendor agrees to furnish the necessary evidence for such claim.
5.2 Buyer shall have no liability, for any damages or otherwise, where Buyer terminates the Agreement due to the fault of Vendor, including for any of the following circumstances:
(a) Vendor fails to timely deliver the Products as per the Agreement , unless Vendor receives Buyer’s written approval to deviate therefrom;
(b) the samples of any Products either submitted by Vendor or procured by Buyer in an inspection under these Terms, do not meet the Requirements, and after notifying Vendor thereof, the Products still do not meet the Requirements in one or more subsequent inspections;
(c) Vendor fails to deliver the Products in accordance with the Purchase Order, or otherwise fails to observe or comply with any of the terms or conditions set forth under the Agreement, or in Buyer's reasonable determination fails to make the progress required for the timely performance of the Agreement, or in the event that Buyer has reasonable grounds to doubt Vendor’s performance in accordance with the Agreement;
(d) if termination (opzegging) of the Agreement is due to the fault of Vendor as set out in Article 5.2, upon first request of Buyer, Vendor shall refund any payment made under the terminated Agreement;
(e) Vendor shall remunerate Buyer for any damages suffered by Buyer in relation to the terminated Agreement, including:
(i) claims by third parties for compensation for delay in Delivery of Products;
(ii) loss of anticipated profit due to the non-timely delivery of ordered Products;
(iii) price differences paid by Buyer for the manufacture of substitute Products by third parties; and
(iv) all other related damages suffered by Buyer.


6. PAYMENT

6.1 The price for the Products shall be as stated in the Agreement or as otherwise confirmed by both Parties in writing.
6.2 In no circumstance shall the price under the Agreement be increased during its term.
6.3 Upon delivery of the Products, Vendor shall provide Buyer with an invoice for those Products in accordance with the Agreement or as further instructed by Buyer in writing.
6.4 Payments shall be made within fourteen days of receipt of the invoice by Buyer, to the bank account as stated on the invoice, unless agreed otherwise in writing.


7. DELIVERY


7.1 Vendor shall deliver the Products pursuant to the Agreement or as per other written instructions from Buyer. Delivery of the Products ("Delivery") shall be DDP (Delivery Duty Paid)or shall be as otherwise specified by Buyer in the Agreement and/or other requirements provided in writing. Vendor shall arrange for the transportation of the Delivery and bear all transportation costs arising from the Delivery. Vendor shall select a transportation company to deliver the Products. Vendor shall directly sign an agreement with the selected transportation company and bear relevant cost. Where appropriate, the Parties may sign a separate agreement to detail such arrangements, which shall be added as an appendix to the Agreement.
7.2 All delivery dates in the Agreement or otherwise agreed between the Parties shall be considered fatal dates (fatale termijnen). A late Delivery must be sent as per the instructions from Buyer, at the expense of Vendor. Vendor shall indemnify Buyer from any and all losses and damages resulting from a late Delivery. Buyer may at its sole discretion take any or all measures in response to the late Delivery, including but not limited to the following:
(a) require Vendor to use an alternative faster delivery (transportation and/or shipping) method at the cost of Vendor, to ensure final delivery to Buyer's customer(s) as per the Estimated Time of Arrival, ETA; and
(b) reject delivery of the Products in which case Vendor shall indemnify Buyer from and against all related losses and damages.
7.3 Partial Deliveries of an order are permitted only upon prior written approval from Buyer and may be subject to an additional handling fee as indicated by Buyer, which shall be paid by Vendor. Unless otherwise agreed in writing between the Parties, all Products ordered shall be delivered ultimately by their agreed delivery date.
7.4 Ownership of the Products will transfer to Buyer at the time of actual delivery to the agreed place and when the Products are received by Buyer. The goods will be received upon signing for receipt. If Buyer makes any payments prior to delivery, the ownership up to the paid amount of the Products will transfer to Buyer at the time of payment. Vendor shall uniquely mark the Products and store them separately for Buyer. Vendor guarantees that full and unencumbered ownership will be transferred.
7.5 If Buyer provides Vendor with Resources for the execution of the Agreement, these Resources will remain the property of Buyer. In that case the Vendor will bear the risk of these Resources being lost or damaged. The Vendor will use the Resources provided by Buyer (or have them used) exclusively for the execution of the Agreement. The Vendor will return these Resources to Buyer without delay and at its own expense once the Agreement has been executed or has ended.
7.6 Resources obtained, made or processed by the Vendor for the execution of the Agreement will become the property of Buyer as soon as they come into existence and will be kept by the Vendor for Buyer

8. ASSIGNMENT AND SUBCONTRACTING

8.1 Vendor shall not have the right or power to assign any of its rights or delegate the performance of any of its duties under the Agreement, other than as specified in the Agreement, without the prior written authorisation of Buyer. Any other purported assignment by Vendor without such consent shall be null and void. Vendor acknowledges and agrees that Buyer may assign or transfer, in whole or in part, the Agreement and its rights and obligations hereunder.
8.2 Vendor shall not use subcontractors or service providers for the production of the Products without the prior written authorisation of Buyer. Upon approval, Vendor shall still be fully responsible to ensure that such subcontractors meet the same standards as required by Buyer, including the Requirements, and Vendor shall remain solely responsible for its obligations under the Agreement. In the event of a dispute between Buyer and Vendor, Vendor shall bear the burden to prove its non-violation of this Article.

9. CONFIDENTIALITY


9.1 The Vendor shall, both during the term of the Agreement and for an indefinite period thereafter:
(a) keep all Confidential Information of Buyer and its affiliated legal entities secret and confidential, and shall ensure that its directors, Personnel (both during the employment relationship and thereafter), representatives and its affiliated legal entities, (collectively, the "Representatives") do so;
(b) protect Confidential Information of Buyer and its affiliated legal entities in the same manner as the Vendor normally does to protect its own confidential information from unauthorised disclosure, and ensure that its Representatives do the same;
(c) use Confidential Information of Buyer and its affiliated legal entities only in the performance of its obligations under the Agreement, and ensure that its Representatives do the same;
(d) only disclose Confidential Information of Buyer or its affiliated legal entities to its Representatives if and to the extent reasonably necessary for the exercise of its rights and obligations under the Agreement, informing the Representatives of the confidential nature of the Confidential Information and requiring a written confidentiality statement that is consistent in content with this Article 9.1;
(e) immediately notify Buyer and its affiliated legal entities in the event of a suspected or actual unauthorised disclosure of the Confidential Information, and take all reasonable steps to prevent, restrict or resolve such disclosure; and
(f) indemnify Buyer and its affiliated legal entities for any damages suffered by them as a result of any failure to comply with any of the obligations under this Article 9.1.
9.2 The obligations in Article 9.1 shall not apply to information that:
(a) is required to be disclosed by applicable laws, regulations or the rules of a relevant stock exchange, provided that the Party required to disclose the information promptly informs Buyer of its disclosure obligation, and cooperates with Buyer to prevent or limit the disclosure to the extent possible;
(b) was already in the Vendor's possession without a duty of secrecy or confidentiality at the time the Vendor received the information from Buyer or its affiliated legal entities;
(c) was already in the public domain at the time of disclosure by the Vendor without a breach of the Agreement;
(d) was developed independently by the Vendor without access to Confidential Information from Buyer or its affiliated legal entities.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 For the purpose of the Agreement, Intellectual Property Rights shall include the ideas originating from Buyer or its customers of the Products which have not (yet) been registered. These ideas remain the intellectual property of Buyer, even if the Vendor has contributed to the feasibility of the Products through small modifications and advised about the raw materials to be used. The Parties may enter into a separate IP protection agreement and list it as an appendix of the Agreement.
10.2 Vendor further acknowledges that between the Parties, Buyer has Intellectual Property Rights in any models, screens, moulds, plates, films, artworks, diagrams, photos, dies, stamps, other video, audio and information carriers or other appliances (“Moulds & Tools”) that Buyer has made available to Vendor, or which Vendor has manufactured or purchased for Buyer, at the instructions and/or expense of Buyer. Buyer shall remain the owner of such Mould & Tools, which Vendor shall store under the right conditions and which may not be used for other customers (except for Buyer’s affiliates) without a prior permission in writing by Buyer. Buyer reserves the right to collect the Moulds & Tools or to have the Moulds & Tools destroyed at its discretion without limitation.
10.3 Vendor commits that it shall not at any time during the term of and after the termination or expiration of the Agreement: (a) do anything that could adversely affect the validity or enforceability of the Buyer’s Intellectual Property Rights, or (b) adopt, use, or register without Buyer’s prior written consent any intellectual property similar to the Intellectual Property Rights.
10.4 If the Products and/or the supply of accompanying documents are subject to Intellectual Property Rights, Buyer will hereby obtain the right to use them, free of charge, by means of a non-exclusive, royalty-free, worldwide and perpetual licence. This licence is deemed to have been granted by the Vendor to Buyer at the effective date of the Agreement.
10.5 All Intellectual Property Rights arising from the execution of the Agreement by the Vendor, its employee or any third-parties engaged by the Vendor for the execution of the Agreement will accrue to Buyer. 10.6 Vendor is unconditionally obliged to do everything necessary to obtain or establish the rights referred to above and to transfer them to Buyer.

11. DATA PROTECTION


11.1 Each Party shall at all times comply with its respective obligations under applicable data protection laws and regulations. Insofar as Vendor processes personal data on Buyer's behalf, Vendor shall be considered a data processor within the meaning of the General Data Protection Regulation ("GDPR"). Vendor shall then be obliged to enter into an agreement with Buyer as referred to in Article 28 (3) GDPR in a form prescribed by Buyer. Vendor shall not be entitled to use or have used in any way whatsoever any personal data at its disposal, in whole or in part, other than for the performance of the Agreement, unless this is permitted on a statutory basis.

12. LIABILITY

12.1 Subject to Article 12.3 of these Terms, neither Party shall be liable, whether for negligence, breach of contract, tort, misrepresentation or otherwise, for any indirect or consequential loss or damage, for any loss of profit, data, goodwill, production, revenue or business opportunity, for any missed or anticipated savings and/or for any increase of (insurance) premiums.
12.2 Subject to Article 12.3 of these Terms, the total cumulative liability of Buyer for any loss or damage incurred by Vendor under or in connection with the Agreement, whether for negligence, breach of contract, tort, misrepresentation or otherwise, shall, in relation to all events occurring in a given calendar year, be limited to an amount equal to one (1) time the aggregate fees and charges paid by Buyer under the Agreement in that calendar year.
12.3 The exclusions and limitations of liability set out in this Article 12 shall not apply if the liability has arisen out wilful intent (opzet), fraud (bedrog) or gross negligence (grove nalatigheid of bewuste roekeloosheid) by a Party, or by that Party’s directors or officers with leadership oversight over the performance of the Agreement.

13. CHOICE OF LAWS AND FORUM


13.1 All disputes arising in connection with the Agreement, or further agreements resulting therefrom, shall be submitted to the exclusive jurisdiction of the competent court in The Hague, the Netherlands.
13.2 The Agreement, and any dispute (contractual or non-contractual) related thereto or to its subject matter or formation is governed by the laws of the Netherlands excluding its conflicts of laws rules and principles. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply.

14. MISCELLANEOUS

14.1 Vendor hereby acknowledges that it has been made aware of, and fully understands, the contents and requirements of the amfori BSCI Code of Conduct and that it will be deemed to form an integral part of the Agreement.
14.2 If Buyer finds that Vendor is knowingly in breach of Article 14.1, Buyer may terminate (opzeggen) all Agreements with Vendor, with immediate effect or with effect from a later date at Buyer's discretion.
14.3 Vendor shall ensure compliance with the amfori BSCI Code of Conduct by all suppliers engaged by it relating to the performance of its obligations under the Agreement. Vendor shall provide the locations and contact information for all such suppliers engaged by it and shall procure a right for Buyer to itself perform or have an audit performed by a third party auditor.
14.4 Vendor shall cooperate in supplying relevant and requested data related to its environmental performance. This concerns both the environmental performance of the production facility as well as data related to the produced products, such as weight, type of material etc.
14.5 Vendor shall, not by virtue of any Agreement, be the exclusive supplier to Buyer for any of the Products.
14.6 Unless otherwise agreed, for the term of the Agreement and 24 months thereafter, Vendor shall not enter into any manufacturing, assembly, supply or other agreement with any third party relating to the Products provided or Supplied under the Agreement. If allowed, any such third party contracts entered into by Vendor may not in any way cause Vendor to fail to perform its obligations to Buyer under the Agreement.
14.7 Notwithstanding anything in the Agreement to the contrary, no Party shall be liable to the other Party for any failure to perform or any delay in the performance of that Party’s obligations hereunder when such failure to perform or delay in performance is caused by an event of Force Majeure. The Party influenced by the Force Majeure shall inform the other Party within three days after the Force Majeure situation arises and provide the relevant evidence to prove the relevant circumstances and the direct relationship between the Force Majeure and the delay in or non-performance of its obligations under the Agreement. Force Majeure has the meaning given to it in article 6:75 of the Dutch Civil Code, excluding: (i) any non-performance or late performance by any of Vendor's suppliers that is not caused by Force Majeure, (ii) any strikes or other industrial action by Personnel, and (iii) any failure that could have been prevented by reasonable precautions or circumvented by reasonably available workarounds.
14.8 All notices required under the Agreement or given in connection with it, shall be made in writing and shall be: in the English language; served by delivering it by hand, or sending it by registered post; marked for the attention of; and sent with a copy by e-mail, all to the addressee as set out below for Buyer or the addressee as set out in the Agreement for Vendor (or as otherwise set out in the Agreement or as notified from time to time in accordance with the provisions of this Article 14.8).

Buyer: Xindao BV, Product department
For the attention of: Kevin Zomerdijk
E-mail: K.Zomerdijk@xindao.nl
Address: Lange Kleiweg 6-28, 2288 GK Rijswijk, The Netherlands


14.9 The Agreement embodies the entire agreement of Buyer with Vendor with respect to the Supply of the Products and supersedes all prior agreements, understandings and communications, whether written or oral, with respect to the subject matter hereof. No modification or amendment of the Agreement shall be effective, unless it is in writing and executed by a duly authorised representative of each Party.
14.10 If any provision of the Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included without invalidating any of the remaining provisions of the Agreement. The Parties shall then replace the invalid or unenforceable provision by a valid and enforceable substitute provision, with an effect that is as close as possible to the effect intended with the invalid or unenforceable provision.
14.11 Any appendices and/or other requirements provided to Vendor by Buyer that Vendor does not promptly reject in writing, shall form an integral part of the Agreement. The following appendices shall in any case be part of the Agreement: (a) Amfori BSCI Code of Conduct
(b) Xindao's relevant compliance guidelines, relevant as to the type of production and/or Products
14.12 Where reference is made to technical, safety, quality requirements or other provisions and the relevant documents are not attached to the Agreement, the Vendor will be deemed to be aware of them. These documents are binding to the Vendor. The Vendor will inform Buyer without delay if it is not aware of them. Buyer will in that case provide the information.
14.13 Vendor waives its right to suspend (opschorten) performance of its obligations under the Agreement.
14.14 Vendor waives its right to set off (verrekenen) any amounts it owes Buyer under the Agreement against any amounts which Buyer owes Vendor under the Agreement.
14.15 The Parties waive the right to rescind (ontbinden) the Agreement.