Terms and Conditions

Sale and Delivery

 

1. SCOPE

1.1. These general terms and conditions of sale and delivery (the ”Terms”) apply to the sale and delivery by Inside Systems A/S and its affiliated companies (collectively ”Inside Systems”) of goods (”Goods”) and ITAD Services to a buyer who has ordered and/or received the Goods or ITAD services (the ”Buyer”). The term ”ITAD Services” means Inside Systems’ services relating to the handling, recycling, resale or destruction of the Buyers IT equipment against payment by Inside Systems.

1.2. The Terms constitute and integral part of the Agreement as defined in clause 2.1, entered between Inside Systems and the Buyer.

1.3 The Buyer’s terms of purchase, if any, as specified in the Buyer’s general terms; in the Buyer’s purchase order; on the Buyer’s website or similar, shall not apply to any delivery made by Inside Systems unless expressly accepted in writing by Inside Systems.

1.4 In the event of inconsistencies between these Terms and specifically agreed terms between Inside Systems and the Buyer, the latter shall prevail if accepted by the manage-ment of Inside Systems.

1.5 Inside Systems reserves the right to change or amend the Terms at any time.

 

2. CONCLUSION OF AN AGREEMENT

2.1. The Buyer may place orders both orally and in writing, including by e-mail. No binding contract (”Agreement”) is created until a written order has been accepted by Inside Systems. Inside Systems may, at its sole discretion, refuse to accept any order placed by the Buyer.

2.2. The Buyer will be deemed to have accepted an order or sales confirmation from Inside Systems, including the terms of the Agreement, unless the Buyer notifies Inside Systems of any objections within three (3) working days of receipt of such order or sales confirmation.

2.3. No Agreement may be cancelled or modified by the Buyer except by written agreement with Inside Systems. In such event, the Buyer shall indemnify Inside Systems in full against any and all losses (including loss of profit), costs (including the cost of all labour and materials), damages, fees and expenses incurred by Inside Systems as a result of the cancellation or modification.

2.4. Inside Systems only sells Goods or ITAD Services to business customers (B2B) unless otherwise agreed. Software or licenses that may for any reason be included in the Goods, separately or embedded, are not covered by any warranties from Inside Systems.

 

3. PRICES

3.1. Unless otherwise agreed, all prices quoted by Inside Systems are exclusive of any applicable VAT, duty or similar tax to be invoiced and paid in addition to the price of the Goods or ITAD Services.

3.2. If the price of the Goods or ITAD Services increases due to documented changes in taxes and duties on the Goods, customs duties, import/export duties, exchange rates, freight costs (where freight is payable by Inside Systems) or other circumstances beyond Inside Systems’ control, Inside Systems reserves the right to make price adjustments.

 

4. INSIDE SYSTEMS’ RESPONSIBILITY FOR ITAD SERVICES
   

4.1. Inside Systems prepares an overview (Audit Report) of the IT Equipment received, saleable and processed by Inside Systems. The Audit Report is prepared in accordance with the attached process description. Based on the Audit Report, Inside Systems shall prepare a realistic valuation of the IT Equipment, which will be subject to sale and redistribution as defined in the Audit Reports prepared from time to time (such IT Equipment is hereinafter referred to as the ‘Equipment’).

4.2. Inside Systems shall perform data erasure on all Equipment on which data may be stored in accordance with NIST 800-88r1 and DOD 5220.22-M standards. Equipment where data erasure cannot be performed using data erasure software shall be secured by physical destruction, further complying with the NIST 800-88r1 standard, and then recycled in accordance with applicable environmental and waste legislation.

4.3. Inside Systems is obliged to maintain an approved certification of the ISO27001 and ISO14001 standards.

4.4. Inside Systems shall pay Buyer the purchase price for Equipment for resale based on the condition and current market value of the Equipment as determined by Inside Systems. If the Buyer disputes the valuation, the Buyer shall either submit documentation for its claim or appoint a buyer, after which Inside Systems shall immediately and within five (5) days endeavour to obtain the revised value. If this is not possible, the Buyer may demand the return of the Equipment against bearing the costs associated with the handling. In addition, Inside Systems will only invoice the reasonable and necessary costs related to the return (packing materials, labour and transport) and only after mutual agreement and written acceptance has been reached between the parties.

4.5. Inside Systems will charge handling cost (service fee) for all Equipment in accordance with the attached price list. The service fees invoiced by Inside Systems (these service fees are hereinafter referred to as ‘Service Fees’) are set out in the individual Audit Reports provided by Inside Systems to the Buyer. The Audit Report contains an overview of the purchase price which the Buyer is entitled to invoice Inside Systems and the Service Fees which Inside Systems shall invoice the Buyer. If the Buyer has chosen a fixed price agreement, the prices of the individual Service Fees will not appear in the Audit Report as the Service Fees are included in the fixed price agreement. The price list is for information purposes only and is only used if the Buyer orders other ITAD Services that are not included in the fixed price agreement.

 

5. THE BUYERS RESPONSIBILITY FOR ITAD SERVICES

5.1. The Buyer undertakes to pay Inside Systems the Services Fees invoiced by Inside Systems in accordance with the Audit Reports, even if the preagreed purchase prices do not exceed the Service Fees. The value of the return Equipment may be pledged and used as a means of possible set-off.

5.2. The Buyer has familiarised itself with Inside Systems’ handling processes and/or process description. The process description is a general description of processes and procedures followed by Inside Systems, but as different addresses and locations may have special measures and requirements, instructions and guidelines other than those stated in the process description may be given by Inside Systems, which must necessarily take precedence over the process description. The Buyer agrees to follow reasonable instructions given by Inside Systems in relation to the ordered ITAD Services. 

5.3. The Buyer shall be responsible for any damage or loss to the Equipment resulting from improper handling of the Equipment before handover to Inside Systems, or as a result of failure to comply with instructions and guidelines issued by Inside Systems

5.4. Prior to delivery of the Equipment to Inside Systems, the Buyer shall do the following, as non-compliance by the Buyer may result in a claim for additional payment from Inside Systems

• remove locks and protective measures preventing data erasure or re-use of the Equipment (e.g. BIOS password) in accordance with Inside Systems’ instructions; and
• disconnect the Equipment from the equipment manufacturer’s web-based authentication platforms or accounts (e.g. Apple ID, DEP, Samsung KNOX) if the Equipment is registered to these platforms or accounts.
• However, the Buyer shall not remove the login password required to access the Equipment. Especially for Server, Storage and Network Equipment, the Buyer shall provide specific IP addresses and root passwords if these differ from the factory defaults.

  5.5. In case of doubt, the Buyer shall always contact Inside Systems with enquiries regarding the handling and delivery of the Equipment.

  5.6. Prior to delivery of the Equipment, the Buyer shall ensure backup of necessary data and software which may be installed on the Equipment and to delete them afterwards, except for the original installations of the Equipment. The Buyer is liable for any undesired loss of data that may arise from Inside Systems destroying the Buyer’s data in accordance with the Agreement. The Buyer shall notify Inside Systems in writing of any devices among the Equipment sold that deviate from the standard configurations, have additional internal or external hard drives installed, or other storage media that are not part of a standard configuration. If the Buyer fails to notify Inside Systems or if the Buyer provides additional devices or other media that Inside Systems does not expect to receive (e.g. magnetic discs, optical discs, optical disks, etc. magnetic discs, optical discs, data tapes, external memory or storage media, SIM cards, USB sticks or other including physical documents), Inside Systems will perform data erasure and destruction of these devices and material, but assumes no liability for the content, material or data on these devices, even if these devices or materials contain the Buyer’s confidential information and may have been submitted negligently or erroneously by Buyer.

  5.7. The Buyer shall ensure that no harmful or otherwise hazardous material is delivered to Inside Systems together with the Equipment. The Buyer shall be responsible for any additional costs and charges associated with the necessary and statutory handling of such material. In case of sharp objects as a result of damaged Equipment, including suspicion of leakage of battery acid, the Buyer shall make Inside Systems aware of this before the collection takes place and otherwise follow the instructions and directions given by Inside Systems.

 

6. DELIVERY, COLLECTION AND TRANSFER OF RISK OF THE EQUIPMENT FOR ITAD SERVICES

6.1. Delivery of the Equipment to Inside Systems shall be made in accordance with Inside Systems‘ instructions and follow Inside Systems’ process description and any instructions and restrictions set out by Inside Systems.

6.2. Orders for collection must always be confirmed in writing by Inside Systems. The Buyer may place the order via the web shop, e-mail or telephone, after which the agreed order is confirmed in writing (e.g. by e-mail). The Buyer shall always state the preferred date and provide an estimate of the number of units of Equipment to be collected and provide any other relevant information that Inside Systems may need. Unless otherwise agreed, the Buyer shall pack the Equipment as instructed in the ITAD Grid Cages provided and otherwise follow the instructions given by Inside Systems.

6.3. Special pick-ups: For a fee and by prior offer, Inside Systems may arrange for the complete dismantling and packing of the Equipment before transport. The Buyer shall facilitate the necessary access to the Equipment for Inside Systems personnel and vehicle(s) at all addresses that may be covered. Special collection must be requested at least two (2) weeks prior to the requested collection date.

6.4. If the Buyer wishes to be responsible for packing and transport of the Equipment, the liability and thus the risk of loss of or damage to the Equipment shall not pass to Inside Systems until the Equipment is handed over to Inside Systems‘ representatives or until the goods are received at Inside Systems’ address. 

 

7. OWNERSHIP OF THE EQUIPMENT FOR ITAD SERVICES

7.1. The Buyer represents and warrants that the Equipment is legally acquired and legally owned by the Buyer at the time of entry into the Agreement, including that the ownership of the Equipment passes to Inside Systems without any mortgage, pledge, lease or rental agreement, other similar third-party rights or any other encumbrances. The Buyer shall be able to provide evidence of ownership and its origin upon Inside Systems’ request. Documentation will normally be in the form of a copy of the original purchase invoice, purchase agreement or similar.

7.2 Ownership to the Equipment shall pass to Inside Systems when the Equipment is transferred to Inside Systems or its representatives.

7.3 The Buyer shall indemnify Inside Systems against any loss, damage, costs (including reasonable legal costs), expenses, claims and liabilities of any nature whatsoever asserted against Inside Systems or suffered, incurred or suffered by Inside Systems as a result of or in connection with any breach of the warranty given by the Buyer under clause 7.1 above.

 

8. TERMS OF DELIVERY AND PASSING OF RISK

8.1. All agreed delivery clauses set out in the Agreement shall be interpreted in accordance with the latest version of INCOTERMS as published by the International Chamber of Commerce in Paris, France, at the time of the conclusion of the Agreement. If the parties have not agreed on delivery terms, the Goods shall be delivered in accordance with the term Ex Works (EXW).

8.2. The delivery date stated in the Agreement shall only be considered approximate and cannot be considered as a binding or fixed delivery date. In case of delayed delivery, the Buyer shall give Inside Systems a written notice of default which gives Inside Systems a reasonable time to fulfil its obligations. If Inside Systems exceeds this reasonable time limit, the Buyer shall be entitled to terminate the Agreement in whole or in part, but only with respect to the undelivered Goods. In such case, Inside Systems shall not be liable for any damage.

8.3. Inside Systems may deliver the Goods in instalments.

8.4. If the Buyer does not receive timely delivery of the Goods – or if, where the Buyer is required to give delivery instructions, the Buyer fails to give such instructions – Inside Systems may, at its sole discretion, either extend the delivery time for the Goods, store the Goods at the Buyer’s risk and expense until actual delivery, or terminate the Agreement or any part thereof, in each case without prejudice to any other rights or remedies available to Inside Systems.

8.5. The risk of delivery of the Goods shall pass to the Buyer in accordance with the agreed INCOTERM or when the Goods are offered for delivery at the agreed location.

 

9. RETENTION OF TITLE FOR DELIVERED GOODS

9.1. Inside Systems shall retain full title to the Goods, which shall remain the sole and absolute property of Inside Systems until Inside Systems has received full payment for the Goods and any other outstanding debts.

9.2. Until Inside Systems has received full payment for the Goods and any other outstanding debts, the Buyer acknowledges that the Buyer is in possession of the Goods solely as a fiduciary agent and guarantor of Inside Systems and the Buyer will properly store, protect and insure the Goods and keep the Goods at its premises separate from the Buyer’s own goods and mark the Goods in such a way that they are easily identifiable as Goods of Inside Systems.

9.3. The Buyer’s right to possession of the Goods shall cease if the Buyer 1) fails to pay any amount due to Inside Systems or 2) an event of insolvency as defined in the Danish In-solvency Act occurs or 3) if Inside Systems reasonably believes that any of the above events are likely to occur and notifies the Buyer accordingly.

9.4. Until title to the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold), Inside Systems shall at all times be entitled to require the Buyer to deliver the Goods to Inside Systems and, if the Buyer fails to do so immediately, to enter the Buyer’s or any third party’s premises where the Goods are stored in order to repossess the Goods.

9.5. The Buyer shall not be entitled to pledge or in any way charge as security for any debt for any of the Goods which remain the property of Inside Systems. If the Buyer does so, all debts owed by the Buyer to Inside Systems (without prejudice to any other right or remedy of Inside Systems) shall become immediately due and payable.

 

10. NON-CONFORMITY

10.1. Upon delivery, the Buyer shall inspect the Goods for any defects. Any visible defects must be reported in writing to Inside Systems immediately, and no later than three (3) working days after receipt of the Goods, otherwise the Goods shall be deemed to be in conformity with the Agreement.

10.2. For any defect which is not visible on visible inspection (hidden defects), the Buyer shall give written notice to Inside Systems no later than six (6) months after delivery of the Goods and no later than three (3) days after the Buyer has discovered or ought to have discovered the defect.

10.3. If there is a claim regarding a defect, both parties are entitled to demand an independent investigation by an independent investigation company agreed between the parties. If necessary, the Buyer shall assist Inside Systems in cooperating with an independent investigation company.

10.4. If loss or damage to the Goods and/or their packaging is visible during transport, a reservation must always be recorded on the CMR waybill or other consignment note. Reservations must also be notified in writing to Inside Systems and the carrier upon receipt in case of visible loss or damage and within three (3) days of receipt in case of loss or damage that is not visible.

10.5. If defects occur, Inside Systems shall, at its sole discretion and sole obligation, replace the delivery, remedy the defect or offer the Buyer a proportionate reduction in the price, after which the defect shall be deemed to be fully remedied. No other remedies shall be available to the Buyer, including claims for damages of any kind, including in relation to trading losses, loss of profit and other indirect losses.

10.6. Except as expressly stated in these Terms or the Agreement, Inside Systems makes no representations, warranties or guarantees whatsoever and all representations and war-ranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability or fitness for a particular purpose, are hereby disclaimed to the maxi-mum extent permitted by applicable law.

10.7. The Buyer acknowledges and agrees that the sale of Goods by Inside Systems does not grant the Buyer any right or licence to any software and that manufacturers or suppliers of computer software normally retain ownership of copyright and other intellectual property rights. If software is included in any Goods supplied by Inside Systems, the software and associated documentation are provided ‘AS IS’ and without warranty of any kind.

 

11. TERMS OF PAYMENT

11.1. Unless otherwise agreed, the Buyer shall pay for the Goods and ITAD Services in full and cleared funds to the bank account designated by Inside Systems within ten (10) days of receipt of invoice and always before delivery.

11.2. The Buyer shall not be entitled to withhold any payment or set off any payment against any outstanding claim against Inside Systems which has not been authorised by Inside Systems.

11.3. If payment is not made and received by Inside Systems on the due date, Inside Systems may charge interest on the then outstanding amount at the rate of two (2) percent per month or part thereof from the date of invoice.

11.4. Goods and, to the extent applicable, ITAD Services not collected due to late payment will be stored and insured at the Buyer’s expense until final payment is received by Inside Systems.

11.5. If the Buyer fails to pay, despite repeated reminders, this may be considered a material breach of the Agreement by Inside Systems, and Inside Systems is therefore entitled to terminate the Agreement with immediate effect and stop the delivery of the services covered by the Agreement. The time of termination will be the time when Inside Systems notifies the Buyer in writing of the right of termination and the reasons for such termination. The breach does not release the Buyer from the payment due under the Agreement, in-cluding payment from the date of termination, which in case of a fixed-price agreement also includes the following six (6) months, however, at most until the end date of the Agreement.

 

12. LIMITATION OF LIABILITY

12.1. To the fullest extent permitted by applicable law, Inside Systems shall not be liable to the Buyer for any indirect, special or consequential costs, losses, expenses or damages, in-cluding, without limitation, any increased operating costs or damages or losses resulting from delayed delivery or wasted expenditure, loss of production, loss resulting from busi-ness interruption, loss of profits, loss of revenue or business or damage to goodwill or reputation.

12.2. Inside Systems’ total liability is always limited to the proven damage and cannot under any circumstances exceed the value of the Agreement.

12.3. If the provisions in clauses 12.1-12.2 are deemed to be invalid or unenforceable, Inside Systems’ liability shall be adjusted to the lowest amount deemed reasonable.

 

13. PRODUCT LIABILITY

13.1. The Buyer shall indemnify Inside Systems against all costs, losses, liabilities, damages and injuries resulting from death, personal injury or property damage caused by the Buyer’s acts and/or omissions.

13.2. Inside Systems shall only be liable in case of personal injury and/or property damage if (i) such injury/damage is caused by the Goods and/or the ITAD Services (documentation is required) and (ii) such liability is in accordance with applicable mandatory law. In case of damage to property, Inside Systems’ liability is limited to the greatest extent possible.

13.3. Notwithstanding clause 13.2, Inside Systems is under no circumstances liable for indirect, special, incidental, consequential or punitive damages of any kind, including, but not limited to, business interruption costs, loss of profits, loss of goodwill, removal and/or re-installation costs, purchase costs, recall and cancellation costs, handling costs, fines, loss of data, damage to reputation or loss of customers and consumers.

13.4. The Buyer shall without undue delay notify Inside Systems in writing if the Buyer becomes aware of circumstances that may justify product liability on Inside Systems.

 

14. SUSPENSION AND DISSOLUTION

14.1. At its sole discretion and without prejudice to any other rights under the Terms, Inside Systems has the right, in whole or in part, to suspend (further) performance of the Agreement or to terminate the Agreement in whole or in part if:

14.1.1. the Buyer fails to fulfil one or more of its obligations or if Inside Systems has well-founded reasons to fear that the Buyer will not fulfil its obligations;

14.1.2. the Buyer has applied for or has been granted suspension of payments;

14.1.3. the Buyer’s bankruptcy has been petitioned or imposed or if the Buyer has otherwise lost the power to dispose of its assets;

14.1.4. any Goods and/or ITAD Services of the Buyer have been seized;

14.1.5. if the Buyer ceases its business or more than 50% of the Buyer’s equity interests or business in general is transferred to a natural or legal person who does not own at least 25% of the Buyer’s share capital or business in general at the time the Agreement to which the Terms apply is concluded; and/or

14.1.6. if any share capital or business in general is transferred to a natural or legal person that produces or sells products that compete with Inside Systems.

14.2. Any right of suspension or dissolution by the Buyer is excluded.

 

15. FORCE MAJEURE

15.1. ‘Force Majeure’ means events where delay or non-performance of a party’s obligations is caused by circumstances beyond its reasonable control, including, but not limited to, governmental action, riots or other civil disturbances that directly affect the party’s ability to conduct its business activities, war (whether declared or not), acts of terrorism or widespread vandalism, pandemic, epidemic, strike, earthquake, flood, fire, interruption of transportation, embargo, widespread significant shortage of transportation facilities or raw materials, accident, lockout or other labour unrest.

15.2. A party’s failure or delay in the fulfilment of its obligations as a result of Force Majeure shall not be deemed to be a breach of the Agreement by the affected party. This also applies to non-performance or delayed fulfilment of a party’s subcontractor’s or other contractual partner’s obligations if this subcontractor or other contractual partner is affected by a Force Majeure-situation.

15.3. The affected party shall immediately notify the other party in writing of the incident de-scribed above. Within seven (7) days of the occurrence of the incident, the party shall provide evidence of the incident.

15.4. The obligations and rights of the parties are extended on a day-to-day basis for the peri-od corresponding to the period of the Force Majeure event. When the Force Majeure Event has subsided, the parties’ respective obligations will resume. If the circumstances last for more than two (2) weeks, either party is entitled to terminate the Agreement in whole or in part without this being considered a breach. Neither party is entitled to claim compensation for any losses from the other party as a result of Force Majeure.

 

16. HARDSHIP

16.1. If at any time prior to the performance of an Agreement there has been a material change in business, monetary or commercial conditions beyond the control of Inside Systems (hardship) and as a result the Agreement has become excessively onerous for Inside Systems, Inside Systems may notify the Buyer that Inside Systems wishes to perform and review the terms of the Agreement in light of the changed conditions. The Buyer shall meet with Inside Systems to discuss and negotiate in good faith alternative terms of the Agreement which reasonably relieve Inside Systems from such hardship. If no agreement has been reached on a remedy within seven (7) days from the date of Inside Systems’ request for such meeting, Inside Systems shall be entitled to terminate the Agreement. Such termination shall not constitute a breach and any and all liability shall be excluded.

 

17. INTELLECTUAL PROPERTY RIGHTS

17.1. Inside Systems’ intellectual property rights, including but not limited to names, trade-marks and logos, shall at all times be and remain the exclusive property of Inside Systems. The Buyer may not use Inside Systems’ intellectual property rights without the prior written consent of Inside Systems.

17.2. The Buyer shall indemnify Inside Systems for all costs and losses incurred by Inside Systems as a result of the Buyer’s breach of this clause 17.

 

18. EXPORT RESTRICTIONS

18.1. The Buyer is informed that certain Goods are subject to export and other resale re-strictions. If the Buyer supplies the Goods to a customer who may use the Goods outside the United States or EU or EFTA countries, the Buyer acknowledges and shall inform its customers that some Goods are controlled for resale or export by the US Department of Commerce, EU or EU/EFTA member state agencies and such Goods may require au-thorisation prior to resale or export. The Buyer has established active control mecha-nisms that require its customers to confirm and warrant that they comply with and re-spect the same export regulations.

18.2. The Buyer guarantees that it will not:

1. Export, re-export or otherwise distribute Goods or direct products thereof in violation of restrictions relating to dual-use and export control laws or regulations in the USA, EU, or any EU/EFTA Member State;

2. Resell, export or re-export any Goods with knowledge that the Goods will be used in the design, development, production, or use of chemical, biological, nuclear, or ballis-tic weapons, or in any facility engaged in such activities, unless the Buyer has ob-tained prior approval from the U.S. Department of Commerce, the EU, or the relevant competent authority of the EU/EFTA Member State, and

3. Export or re-export, directly or indirectly, Goods to countries subject to an embargo or resell Goods to entities or individuals restricted from purchasing products, including those listed on the list of sanctioned parties issued by the U.S. Department of Commerce or similar lists issued by the EU or EU Member States.

 

19. DATA PROTECTION

19.1. The Buyer shall comply with all applicable data protection legislation, including but not limited to the General Data Protection Regulation (GDPR). This includes the obligation for the Buyer to maintain reasonable technical and organisational security measures to protect the personal data of its contractors, employees, and other individuals, and to immediately notify Inside Systems in the event of a security breach affecting Inside Systems. Furthermore, the Buyer shall, at no cost, provide reasonable assistance to Inside Systems in rectifying, notifying, and fulfilling any other obligations required under applicable data protection legislation.

 

20. CONFIDENTIALITY

20.1. The parties undertake to keep confidential any information and material received from the other party that is marked as confidential or that should be regarded as confidential, and not to use such information or material for any purpose other than the purpose of this Agreement.

20.2. The conclusion and content of the Agreement, including prices, duration, and other parameters, are confidential in nature. Disclosure of the Agreement to the public or to any third party may only take place with the mutual written consent of, and agreement on the exact wording of, such disclosure.

 

21. JURISDICTION AND GOVERNING LAW

21.1. These Terms and all agreements, including the Agreement, entered into between Inside Systems and the Buyer, including any delivery of Goods and/or ITAD services to the Buyer, shall be governed by and interpreted in accordance with Danish law, excluding the rules on choice of law. The CISG (United Nations Convention on Contracts for the International Sale of Goods) shall not apply.

21.2. Any dispute between Inside Systems and the Buyer regarding the parties’ Agreement, including the Terms, shall be settled by the District Court in Aalborg.

21.3. Notwithstanding clause 21.2, Inside Systems shall have the right, at its sole discretion, to bring any dispute with the Buyer before the competent courts in the country where the Buyer has its statutory domicile.

 

22. MISCELLANEOUS

22.1. Neither party shall assign this Agreement to any third party without the prior written consent of the other party.

22.2. Any amendment or addition to the Agreement must be agreed in writing and signed by the duly authorised representatives of the parties in order to be valid.

22.3. The failure of a party to enforce any provision under the Agreement shall not automatically constitute a waiver of the party’s right to enforce such provisions thereafter.

22.4. If any provision of the Agreement is or becomes illegal, invalid, or unenforceable in any respect under the laws of any jurisdiction, the legality, validity, or enforceability of the remaining provisions shall not be affected or impaired thereby. The invalid provision shall be replaced by a valid provision that most closely reflects the original purpose and commercial intent of the invalid provision.