General Terms & Conditions

General Terms and Conditions for SPIRIT IT B.V.


These general terms and conditions of sale and license stated herein shall be an integral part of any contract resulting from a purchase
order placed by clients of SPIRIT IT B.V. ("SPIRIT"). Any statement made on any form issued by Purchaser shall not operate to defeat or
modify the content and intent of these conditions unless to the extent specifically agreed upon in writing by SPIRIT.

1. ACCEPTANCE: All orders are subject to acceptance by the management of SPIRIT at its principal office.
2. PRICES: All prices pertaining to an order are quoted in the offer or will be quoted and/or confirmed by SPIRIT in subsequent
addenda or Order Confirmation thereto.
A. FIRM OFFER: Unless otherwise specified in the offer, all quoted prices shall remain firm for a period of thirty (30) days from
the date of offer. Prices are quoted in EURO (€) or EURO (€) equivalent at the date of offer. In the event that a purchase
order is accepted in a currency other than EURO (€), the invoiced price shall be the quoted price adjusted to take account
of any variation in the exchange rate between the currency of the order and the EURO (€) to the date of delivery. Quoted
prices are Ex Works (EXW) as defined by INCOTERMS (latest edition) unless otherwise specified in the offer.
B. TAXES AND OTHER CHARGES: All quoted prices are subject to additions which may be necessary to cover any duty, tax or
charge, now existing or hereafter imposed by Government authorities on equipment or services quoted by SPIRIT, on the
production, sale, distribution, delivery, import or export thereof, and/or on features related thereto.
C. ERRORS: SPIRIT reserves the right to correct all typographical or clerical errors or omissions, which may be present in its
prices, offers, documentation or specifications.
D. ESCALATION: All prices quoted are based on deliveries as defined in the quotation. SPIRIT reserves the right to make partial
deliveries of equipment as it becomes available, unless otherwise agreed upon in writing by SPIRIT. Delays caused by SPIRIT
beyond the Quoted Delivery Time shall not give rise to any price reduction. In the event that delivery of equipment is
delayed for reasons attributable to Purchaser, including without limitation changes to the scope, changes to the
specifications, or failure to take delivery, the price of the order shall be increased to account for the period of the delay,
which increase shall include an interest component for any amount due equal to two basis points above the base rate of
the ABN Amro bank for lending in EURO (€) on the original due date.
E. MAINTENANCE AND SPARE PARTS: Maintenance service and spare parts are not included in the price of the product unless
agreed upon in writing by SPIRIT. Orders for parts or repairs shall be subject to a minimum billing charge, to be determined
by SPIRIT.
3. PAYMENT TERMS: Payment shall be made within thirty (30) days from the date of the invoice unless SPIRIT specifies that
payment is to be made by irrevocable letter of credit in a specific currency placed on a specific bank with bank charges for the
Purchaser's account. Partial payments shall be provided when so specified by SPIRIT or as a result of Scope Changes (in
accordance with paragraph 4) in which event SPIRIT shall notify Purchaser in writing of the modified payment terms. Where
payment is disputed Purchaser shall pay any and all undisputed amounts on their due date. Payment of non-recurring charges, as
may be made to SPIRIT for special design, engineering or production materials, shall not convey title to either design, engineering
work or special materials, but title shall remain in SPIRIT.
4. SCOPE CHANGES: All changes affecting the equipment configuration or otherwise affecting the scope of the order are to be
documented in writing for approval and authorization to incorporate such changes into the order. All changes authorized by
Purchaser are binding only if accepted by SPIRIT, and may result in price, delivery and/or condition changes. Pricing of changes
shall be based on the then current prices. If an extension of delivery is required beyond the original schedule, a price increase
shall apply unless otherwise agreed in writing. Letter(s) of credit, if applicable, shall be automatically extended, and their values
enhanced, by Purchaser as necessary to reflect changes in price and payment arrangements.
5. CANCELLATION: Purchaser may cancel its order by written notice, provided Purchaser pays cancellation charges calculated by
SPIRIT on the basis of the percentage of work completed and materials purchased on the date cancellation notice is received by
SPIRIT. A period of two weeks' notice shall apply to the cancellation. Resale and products and materials committed by SPIRIT shall
be paid for in full.
6. TESTING and STAGING: Any additional tests or inspections requested by Purchaser beyond standard SPIRIT test procedures shall
be for Purchaser's account, unless specified otherwise in writing by SPIRIT. On system products, product development and
application engineering, SPIRIT will perform staging as agreed to and defined in the quotation with time and place designated by
SPIRIT.
7. ON-SITE RECEIPT OF EQUIPMENT AND INSTALLATION: Purchaser shall be responsible for receiving, installing, starting up, and
maintaining all equipment, unless specified otherwise in writing by SPIRIT.
8 INTELLECTUAL PROPERTY RIGHTS and INDEMNIFICATION:
a. The Purchaser recognizes the exclusive right of SPIRIT to all trademarks, patents and other intellectual property
associated with the design, manufacture, application and installation of the Products and the validity of all such patents.
b. Subject to the provisions set forth herein, the sale by Spirit of a Product implies the non-exclusive and non-transferable
license to Purchaser under any of intellectual property rights (IPR) to use and resell Products.
c. Any and all references to "sale" or "sold" of any software or documentation shall be deemed to mean a license
regarding such software or documentation, and no ownership or assignment of any intellectual property rights is
intended nor shall be implied thereby.
d. SPIRIT, at its sole expense, shall: (i) defend any legal proceeding brought by a third party against Purchaser to the extent
that the proceeding includes a claim that any Product as furnished by SPIRIT under an Agreement directly infringes the
claimant’s patent, copyright, trademark or trade secret; and (ii) hold Purchaser harmless against damages and costs
awarded by final judgment in such proceeding to the extent directly and solely attributable to such infringement.
SPIRIT shall have no obligation or liability to Purchaser
(1) if SPIRIT is not: (i) promptly notified in writing of any such claim; (ii) given the sole right to control and direct the
investigation, preparation, defense and settlement of such claim, including the selection of counsel; and (iii) given full
reasonable assistance and cooperation by Purchaser in such investigation, preparation, settlement and defense;
(2) if the claim is made after a period of three (3) years from the date of delivery of the Product;
(3) to the extent that any such claim arises from: (i) modification of the Product if the claim of infringement would have
been avoided by use of the unmodified Product; (ii) design, specifications or instructions furnished by Purchaser; or (iii)
the combination of the Product with any other product, service or technology;
9A. DELIVERY: Title to all products EXCLUDING SOFTWARE shall pass on receipt of full and unconditional payment in SPIRIT's bank
account. Risk of loss or damage for all products shall pass upon delivery by SPIRIT to the transport or mail order carrier (EXW),
unless specified otherwise in writing by SPIRIT. Any claims for loss or damage after risk of loss has passed shall be filed by
Purchaser with the carrier and Purchaser indemnifies SPIRIT in this regard. SPIRIT shall make commercially reasonable efforts to
achieve the specified delivery dates. SPIRIT shall not be liable for any damages in the event of late delivery other than as
specifically provided for in its Purchase Order confirmation. All such damages shall be construed as Liquidated Damages and shall
constitute the Purchaser's sole remedy in the event of late delivery. In the event that the Purchaser fails to take delivery of the
goods in accordance with the purchase order confirmation, SPIRIT shall have the right to place the goods in storage at Purchaser's
risk and cost, and not to release the goods until all such costs have been paid in full. SPIRIT may invoice for the goods upon the
due date of delivery notwithstanding Purchaser's failure to take delivery. In the event that Purchaser fails to take delivery within
three (3) months of being notified by SPIRIT shall be entitled to payment in full for any outstanding payments in respect of the
goods, the costs of storage and the costs of disposal, including any increase due on the basis of the provisions hereof concerning
late delivery and including reasonable charges for overheads and incidental expenses.
9.B. SCHEDULES: On system orders SPIRIT shall establish a system schedule after receipt of written authorization to implement the
system. Approval time, if required, shall be incorporated into the schedule. Delays by Purchaser in providing approvals and/or
complete information shall extend the schedule and will be subject to provisions of these Conditions of Sale and License.
9.C. SOFTWARE LICENSES
1. LICENSE GRANT: All software programs and technical know-how which are embodied in human readable source form
or machine readable object form and which include, but are not limited to, programs having a series of instructions,
statements and data, and related materials provided by SPIRIT are the property of SPIRIT and/or its suppliers and are
subject to the terms set forth in the End User License Agreement (“EULA”). Under said terms, Purchaser is provided
solely with a personal and nonexclusive license to use such programs solely for their internal business purposes in the
location in which the software was furnished and for execution on the system for which it was provided.
2. COPYRIGHT AND TITLE: All title and copyrights in and to the software programs (including but not limited to any
images, photographs, animations, video, audio, music, text, and "applets" incorporated into the software programs),
the accompanying printed materials, and any copies of the software programs shall vest in SPIRIT and/or its suppliers.
The software programs are protected by copyright laws and international treaty provisions. No title to the intellectual
property in the software programs or material is transferred to Purchaser under these General Conditions of Sale and
License or under the EULA. Therefore, Purchaser must treat the software programs like any other copyrighted material
(e.g., a book or musical recording) and not copy, disclose or use the same for any purposes not expressly authorized
herein, except that Purchaser may make a second copy of the programs for use only with the system for which such
programs were acquired. Purchaser must reproduce and include the copyright notice on any such backup copy. The
written materials may not be copied.
3. SEPARATION OF COMPONENTS: The software programs are licensed as a single product. Its component parts may not
be separated for use on more than one computer.
4. RESTRICTED USE:. Purchaser agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive
the source code for such software. Purchaser may not lend, rent, lease or sub-license the Software to any third parties,
but may transfer the Software and written materials on a permanent basis provided no copies are retained and the
recipient has agreed in writing to the terms of an appropriate software license with SPIRIT. Storage media, which
Purchaser received from SPIRIT, may contain certain Software for which SPIRIT has not accepted an order from
Purchaser for a Software License. If Purchaser desires to license this Software, Purchaser must obtain the appropriate
Software License from SPIRIT.
5. TERMINATION: Without prejudice to any other rights, SPIRIT may terminate the EULA and any other agreement under
which Purchaser has obtained the right to use SPIRIT software products if Purchaser fails to comply with the terms and
conditions of the EULA and/or these Conditions of Sale and License. In such event, all copies of the software programs
and all of its component parts must be destroyed and such destruction confirmed by a sworn statement within five (5)
days from SPIRIT's written notice of termination.
10. DOCUMENTATION:
SPIRIT will provide Purchaser a standard set of documentation unless otherwise specified in writing. Additional copies will be
furnished at extra charge. All documentation will be in the English language unless expressly agreed upon in writing.
11. WARRANTIES:
A. WARRANTIES: SPIRIT EXPRESSLY WARRANTS THE PRODUCTS MANUFACTURED BY IT AS MEETING THE APPLICABLE
(SPIRIT) SPECIFICATIONS FOR A PERIOD OF EIGHTTEEN (18) MONTHS FOLLOWING DELIVERY (THE WARRANTY PERIOD).
ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT
LIMITATION WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR PURPOSE) ARE HEREBY SPECIFICALLY EXCLUDED.
PURCHASER RETAINS RESPONSIBILITY FOR THE APPLICATION AND FUNCTIONAL ADEQUACY OF THE OFFER. IN
ADDITION, THE FOLLOWING SHALL CONSTITUTE THE EXCLUSIVE REMEDIES FOR ANY BREACH BY SPIRIT OF ITS
WARRANTIES HEREUNDER.
SPIRIT MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED; AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE
AFOREMENTIONED OBLIGATION ARE THEREBY DISCLAIMED BY SPIRIT AND EXCLUDED FROM THIS AGREEMENT.
B. MATERIAL, WORKMANSHIP AND TITLE: SPIRIT warrants to Purchaser that all hardware products manufactured by
SPIRIT shall be free from defects in material, workmanship, within the warranty period.
Purchaser may – at its own cost - return Products or part thereof under warranty claim to SPIRIT’s designated repair
facility provided the returns are in conformance with SPIRIT’s then-current return authorization policy and are
accompanied by a duly completed Return Flow Computer Authorization (RFCA) form as issued by SPIRIT.
SPIRIT shall either replace or repair any non-complying products free-of-charge and shall return these items at its own
cost. Replaced products may contain refurbished components and if so shall be equivalent to new products. Any
product or component, or part thereof so replaced or repaired shall be warranted by SPIRIT for the remainder of the
original warranty period or three (3) months, whichever is longer.
Purchaser shall pay for returned Products that are not found to be defective or non-conforming together with the
freight, testing and handling costs associated therewith. This warranty expressly excludes: prototypes, experimental
products, beta testing products and samples of newly developed Products.
The cost to diagnose defects at the job site, if required, shall be for the account of Purchaser.
Any and all such replacements or repairs necessitated by inadequate storage, transportation, misuse, neglect, improper
installation, or accident, improper repair or preventative maintenance, or as a result of alteration, modification or by
normal wear and usage (such as batteries, fuses and glass-breakage) or by the fault of the Purchaser, or power sources
supplied by others, or by attack and deterioration under unsuitable environmental conditions shall be for the account
of Purchaser. SPIRIT shall not be obligated to pay any costs or charges including "back charges" incurred by Purchaser
or any other party except as may be agreed upon in writing in advance by SPIRIT.
C. RESALE AND COMPATIBLE PRODUCTS: resale and compatible products shall carry only the warranty as defined by the
resale or compatible product vendor, if any. SPIRIT shall have no responsibility for errors and defects in, or the proper
functioning of, resale or compatible products unless to the extent otherwise agreed in writing by SPIRIT in the purchase
order confirmation.
D. PARTS: The warranties stated above shall apply equally to spare and replacement parts except that the period of
warranty on such parts shall be limited to three months from the date of installation by SPIRIT or the date of delivery to
Purchaser, whichever the earlier. This applies for hardware components only.
E. SYSTEM PRODUCTS: SPIRIT warrants that all Systems Products will meet agreed specifications (System Product or
approved System Functional Specification). Software is of such complexity, that it may have inherent defects. If any
significant deviations from the specifications exist, SPIRIT shall use commercially reasonable efforts to eliminate any
such significant deviations reported to it by Purchaser in writing, or to create a workaround. This warranty shall expire
six (6) months from date of shipment of the system. The cost to diagnose defects at the job site, if required, shall be for
the account of Purchaser. This warranty is void in the event of influencing deficiencies, including but not limited to,
input signal of poor quality, incomplete or inaccurate process data supplied to SPIRIT by Purchaser, and unauthorized
modification by Purchaser. Any additional SPIRIT expenses, which result from such deficiencies, inaccuracies, etc., shall
be for the account of Purchaser.
12. FORCE MAJEURE: Neither party shall be considered in default in performance of obligations (except for payment obligations)
hereunder to the extent that performance of such obligations, or any of them, is affected by Force Majeure (as defined
hereinafter). In the event of Force Majeure the party whose performance being delayed or affected thereby shall inform the
other party as soon as possible but in any event within seven (7) days after the start of such Force Majeure specifying the nature
of the Force Majeure as well as the estimated duration thereof.
Force Majeure shall include, but not be limited to, hostilities, restraint of rulers or peoples, revolution, civil commotion, strike,
epidemic, accident, fire, flood, wind, earthquake, explosion, blockade, or embargo, shortages of relevant components on the
world-market, lack of or failure of transportation facilities or any law, proclamation, regulation or ordinance, demand or
requirement of any Government or Governmental agency having or claiming to have jurisdiction over the work or with respect to
materials purchased for the work, or over the parties hereto, or any Act of God, or other act of Government, or any cause
whether of the same or different nature existing or future, which is beyond the reasonable control of the parties hereto.
13. CONFIDENTIALITY: Purchaser acknowledges that all technical, commercial and financial data disclosed to Purchaser by SPIRIT is
the confidential information of SPIRIT. Purchaser shall not disclose any such confidential information to any third party and shall
not use it for any purpose other than as agreed by the parties and in conformance with the purchase transaction contemplated
herein.
14. GENERAL INDEMNITY: TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER AGREES TO INDEMNIFY, DEFEND, PROTECT, RELEASE
AND HOLD HARMLESS SPIRIT AND ITS RESPECTIVE PARENT AND AFFILIATE COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL
REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, EMPLOYEES AND INSURERS (COLLECTIVELY “INDEMNITEE”),
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITIES OF EVERY
KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY’S FEES, FOR INJURY TO OR DEATH OF ANY
PERSON, OR FOR LOSS OR DAMAGE TO ANY PROPERTY (INCLUDING WITHOUT LIMITATION, CLAIMS FOR POLLUTION AND
ENVIRONMENTAL DAMAGE), AND ANY CIVIL OR CRIMINAL FINES OR PENALTIES, ARISING IN FAVOR OF ANY THIRD PARTY OR
GOVERNMENTAL AGENCY OR ENTITY, OR ANY INDEMNITEE AND THEIR EMPLOYEES’ REPRESENTATIVES AND BENEFICIARIES, IN
CONNECTION WITH OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, OR IN ANY WAY INCIDENTAL TO THE PERFORMANCE OF THIS
AGREEMENT OR THE GOODS AND SERVICES PROVIDED HEREUNDER (COLLECTIVELY “LIABILITIES”). IT IS THE INTENTION OF SPIRIT
AND BUYER THAT SUCH INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LIABILITIES ARISE IN WHOLE OR IN PART FROM
THE ACTUAL OR ALLEGED COMPARATIVE, CONCURRENT, ACTIVE, PASSIVE, OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEE.
THIS INDEMNITY INCLUDES BUYER’S AGREEMENT TO PAY ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING WITHOUT
LIMITATION ATTORNEYS’ FEES, INCURRED BY ANY INDEMNITEE. THIS INDEMNITY SHALL APPLY, WITHOUT LIMITATION, TO ANY
LIABILITIES IMPOSED ON ANY PARTY INDEMNIFIED HEREUNDER AS A RESULT OF ANY STATUTE, RULE, REGULATION OR THEORY
OF STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO, STRICT PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY. THE
OBLIGATION OF INDEMNIFICATION HEREUNDER SHALL INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING: (I) LIENS BY THIRD
PERSONS AGAINST ANY INDEMNITEE AND THEIR PROPERTY, BECAUSE OF LABOR, SERVICES, MATERIALS, OR ANY OTHER TYPE OF
LIEN, FURNISHED TO BUYER, ITS ASSIGNEES, CONTRACTORS OR SUBCONTRACTORS, IN CONNECTION WITH THE GOODS SUPPLIED
BY SPIRIT, (II) EXPENSES, CLAIMS, FINES, AND PENALTIES OR OTHER ENFORCEMENT CHARGES, RESULTING FROM THE FAILURE OF
BUYER TO ABIDE BY ANY AND ALL VALID AND APPLICABLE LAWS, RULES OR REGULATIONS OF ANY GOVERNMENTAL OR
REGULATORY AUTHORITY WITH JURISDICTION. IT IS UNDERSTOOD AND AGREED BY BUYER THAT IN THE EVENT ANY INDEMNITEE
IS MADE A DEFENDANT IN ANY SUIT, ACTION OR PROCEEDING FOR WHICH AN INDEMNITEE IS INDEMNIFIED PURSUANT TO THIS
AGREEMENT, AND BUYER FAILS OR REFUSES TO ASSUME THE DEFENSE THEREOF, THAT INDEMNITEE MAY COMPROMISE AND
SETTLE OR DEFEND ANY SUCH CLAIM, AND BUYER SHALL BE BOUND AND OBLIGATED TO REIMBURSE INDEMNITEE FOR THE
AMOUNT EXPENDED BY INDEMNITEE IN SETTLING AND COMPROMISING ANY SUCH CLAIM, OR FOR THE AMOUNT EXPENDED BY
INDEMNITEE IN PAYING ANY JUDGMENT RENDERED THEREIN, TOGETHER WITH ALL REASONABLE ATTORNEYS’ FEES INCURRED BY
INDEMNITEE FOR DEFENSE OR SETTLEMENT OF SUCH CLAIM. ANY JUDGMENT RENDERED AGAINST INDEMNITEE OR AMOUNT
EXPENDED BY INDEMNITEE IN COMPROMISING OR SETTLING SUCH CLAIM SHALL BE CONCLUSIVE AS DETERMINING THE
AMOUNT FOR WHICH BUYER IS LIABLE TO REIMBURSE SUCH INDEMNITEE HEREUNDER. ALL REPRESENTATIONS, WARRANTIES,
INDEMNITIES AND OTHER UNDERTAKINGS OF BUYER AND ALL CLAIMS, RIGHTS AND REMEDIES OF SPIRIT SHALL SURVIVE
DELIVERY, PERFORMANCE INSPECTION, TESTING, ACCEPTANCE, USE AND PAYMENT.
It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the
indemnification obligations under this Agreement, such legal limitations are made a part of the indemnification obligations and
shall operate to amend the indemnification obligations to the minimum extent necessary to bring the provisions into conformity
with the requirements of such limitations, and as so modified, the indemnification obligations shall continue in full force and
effect.
15. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPIRIT OR ITS
SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, NOR FOR ANY
LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY RESULTING
PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE PROGRAMS OR
THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SPIRIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY CASE, SPIRIT’S ENTIRE LIABILITY UNDER ANY PURCHASE ORDER GOVERNED BY THESE CONDITIONS SHALL BE
LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID FOR THE PRODUCTS AND € 25 000.-; PROVIDED, HOWEVER,
PURCHASER HAS ENTERED INTO A SUPPORT SERVICES AGREEMENT, SPIRIT’S ENTIRE LIABILITY REGARDING SUPPORT SERVICES
SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.
16. CLAIMS: Any claims resulting from short delivery and/or visible defects - or defects capable of immediate discovery - must be
communicated in writing to SPIRIT with precise details within ten (10) days of receipt of goods. Claims in respect of hidden
defects shall only entitle the purchaser of SPIRIT to replacement or repair within six months from date of shipment and shall be
submitted in writing with precise details. Failing notification in writing within the aforementioned period(s) such claims shall be
dismissed and shall not be binding on SPIRIT.
17. COMPLIANCE WITH LAWS: Each party hereto represents that it its duly authorized to enter into the Agreement and represents
that with respect to its performance hereunder, it will comply with all applicable federal, state and local laws, including, but not
limited to those pertaining to U.S. Export Administration or the export or import controls or restrictions of other applicable
jurisdictions.
If the delivery of Products or services under the Agreement is subject to the granting of an export or import license by a
government and/or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due
to export or import control laws or regulations, SPIRIT may suspend its obligations and Purchaser ’s rights regarding such delivery
until such license is granted or for the duration of such restriction and/or prohibition, respectively, and SPIRIT may even
terminate the Agreement, without incurring any liability towards Purchaser .
Furthermore, if an end-user statement is required, SPIRIT shall inform Purchaser immediately thereof and Purchaser shall provide
SPIRIT with such document upon SPIRIT’s first written request; if an import license is required, Purchaser shall inform SPIRIT
immediately thereof and Purchaser shall provide SPIRIT with such document as soon as it is available.
By accepting SPIRIT’s Offer, entering into any Agreement and/or accepting any Products, Purchaser agrees that it will not deal
with the Products and/or documentation related thereto in violation of any applicable export or import control laws and
regulations.
18. LAW, ARBITRATION: All disputes between Purchaser and SPIRIT will be settled by submitting same to arbitration in The
Netherlands. Arbitration shall be conducted by a sole arbitrator under the rules of the NAI-Netherlands Arbitration Institute with
its president for the time being as the Appointing Authority. The place of arbitration will be Eindhoven, the Netherlands, whereby
the parties may agree to convene in a different location by mutual agreement, and the arbitration will be conducted in the
English language.
Should a dispute arise from the subject matter of any Offer, Confirmation or Agreement, the prevailing party in any resulting
litigation shall be reimbursed by the other party for any and all reasonable attorneys’ fees and expenses incurred.
19. MISCELLANEOUS: The validity, construction, and interpretation of these conditions or of any contract of sale including these
conditions, and the rights and duties of the parties thereto, shall be governed by the laws of the Netherlands, notwithstanding
any conflict of law provisions applicable there under. Any offer or contract of which these conditions are a part constitutes the
final, complete and exclusive statement of representations made by SPIRIT, and SPIRIT shall not be bound by any
representations, promise or inducement of any kind unless set forth herein nor shall SPIRIT be bound to any representations
made herein except to the designated recipient of any offer or contractual commitment. No waiver, alteration or modification of
any of the provisions herein or of the provisions of any contract arising here from shall be binding on SPIRIT unless modified in
writing and signed by Purchaser and SPIRIT.
20. MODIFICATIONS AND CHANGES: SPIRIT reserves the right to make any amendments or changes to these Terms and Conditions
at any time. Such amendments, modifications and changes shall have effect (1) to all Offers, Confirmations and Agreements
referring to such amended or modified Terms and Conditions as from the date of such Offer, Confirmation or Agreement, and (2)
to any existing Agreement thirty (30) days from notification of such amendments or modifications by SPIRIT to Purchaser, unless
Purchaser has notified SPIRIT within such 30 days period that it objects thereto.