Terms & Conditions

(a) Unless otherwise stated in a written agreement signed by a duly authorized representative of WeDoIT and its affiliates (“Seller”), these General Terms and Conditions of Sale (“Terms”) apply to all sales of
products sold or distributed by the Seller. The Terms constitute the sole agreement between the Buyer and the Seller with respect to the purchase and sale of Products. Additional or different terms and
conditions specified by the Buyer in an offer, purchase order or otherwise shall not be binding on the Seller.
(b) Notwithstanding anything to the contrary in the Buyer’s Terms and Conditions of Purchase, the Buyer agrees that the Seller’s acceptance of the Buyer’s purchase order by the Seller in writing or by e-mail
(or through a system agreed by both parties for this purpose) constitutes acceptance of the Buyer’s purchase order (1) of the terms and conditions set forth in the Terms and Conditions and (2) that none of
the Buyer’s terms and conditions of purchase shall apply. The failure of the Seller to object to the provisions contained in any communication from the Buyer shall not constitute a waiver of the Terms.
(c) Buyer agrees and understands that Seller does not manufacture any products or other hardware products and acts as an intermediary between its suppliers and Buyer. Certain obligations of the Seller under
these Terms (including, but not limited to, the supply of Products) may actually be fulfilled by a Supplier on behalf of the Seller. The delivery of the products to the buyer must comply with the general terms
and conditions of the suppliers and any other agreements between the seller and its suppliers.
(d) If Software is supplied to Buyer by Seller or any of its suppliers, whether or not it is combined with Products, Buyer acknowledges that use of such software is subject to the software license terms of Seller,
suppliers, or third parties applicable to such software. All terms of the Terms shall also apply to the delivery of Software, provided that they do not conflict with the applicable Software License Terms.

  1. Definitions
    Record Any business entity that directly or indirectly controls or is controlled by any of the parties to these
    Terms. A business entity shall be deemed to “control” another business entity if it owns, directly
    or indirectly, more than fifty (50) percent of the issued and outstanding voting securities, share
    capital or other comparable equity or ownership interests of that business entity.
    Buyer Any buyer of products from the seller.
    Appointment Unless otherwise agreed in writing by the parties, the date on which the product will be handed
    over to the carrier at the point of shipment.
    Party Buyer or Seller (collectively, “the Parties”).
    Price Any price for the supply of products published or offered by the Seller or made available to the
    Buyer in a commercial offer made available by the Seller.
    Product Any hardware product supplied to Buyer by or on behalf of Seller pursuant to these Terms.
    Order Any order placed by the buyer for the purchase of products. Orders must include, but are not
    limited to, the quantity, face value and exact specifications of the products, delivery schedule,
    place of delivery and cost.
    of order
    Written confirmation of an order by the seller.
    of returned
    Written authorization from the Seller or one of its suppliers on behalf of the Seller to return
    products. Each RMA has an RMA number that the buyer can use when returning products to the
    buyer or one of its suppliers.
    Salesman WeDoIT GmbH and its affiliates.
    Shipping Unless otherwise agreed with the Seller, the location of the Supplier specified by the Seller.
    Supplier Third parties who manufacture products or are involved in the manufacture of products and/or
    the delivery of products to the Buyer on behalf of the Seller.
    Conditions These General Terms and Conditions of Sale apply.
  2. Price and Payment
    (a) Prices are based on current economic and financial conditions at the time of the offer by the seller; They may be adjusted at any time to reflect fluctuations in these conditions. All prices are subject to
    change by the seller at any time without notice. Unless otherwise stated in writing, written offers expire thirty (30) calendar days from the date of issue and may be modified or terminated during this period
    by notice from the Seller.
    (b) The prices are exclusive of any applicable taxes, duties or duties levied by an authority and which the buyer must additionally pay to the seller. All taxes, except income taxes, including, but not limited to,
    sales tax, use, excise or value-added tax, applicable to the manufacture or sale of products, are payable by the buyer and will be added to the price, if any. Instead of levying a specific tax, the buyer may, if
    necessary, provide the seller with a tax exemption certificate in a form acceptable to the tax authorities.
    (c) Unless expressly stated otherwise, the cost of freight, insurance or non-standard packaging is not included in the prices.
    (d) All offers made by the seller or supplier and the related documents are strictly confidential and may not be disclosed to third parties or to employees of the buyer who do not need to know this. The Buyer
    undertakes to ensure the necessary protection, confidentiality and security of the confidential information provided by the Seller or its suppliers, whether commercial, technical or otherwise. All confidential
    information of the Seller or its suppliers in the possession of the Buyer shall, at the request of the Seller, be immediately returned to the Seller or destroyed, irretrievably deleted and rendered unusable in
    a warehouse of the Buyer which cannot reasonably be supplied to the Seller .
    (e) The Seller reserves the right, at its sole discretion, to require the completion of sales on the condition that the Buyer issues an irrevocable letter of credit in favor of the Seller, endorsed by an established
    financial institution, acceptable to the Seller and payable to the Seller in Euros or in US Dollars (at the Seller’s option), upon presentation of a bill of lading indicating the delivery of the products to a carrier
    for delivery to the buyer.
    (f) The seller reserves the right to invoice in euros or any other currency of his choice. The settlement rate between the currencies is the exchange rate valid on the day of delivery. For all quotations submitted
    by the Seller in currencies other than euros, the Seller reserves the right to adjust the prices stated in an offer based on exchange rate fluctuations between the date of the quotation and the date of an
    order sent by the Buyer on the basis of such quotation.
    (g) The Seller reserves the right to change the credit terms granted to the Buyer at any time prior to the delivery date if the Seller believes in good faith that the Buyer’s creditworthiness has changed adversely.
    In this case, the seller may also request a partial or full advance payment. If the buyer rejects the amended credit terms, either party may cancel the affected orders without incurring any liability for the
    other party. In the event of bankruptcy or insolvency of the Buyer, or in the event that proceedings are instituted by or against the Buyer under any bankruptcy or insolvency law or equivalent, the Seller
    may cancel any pending order without liability and the Seller will be compensated by the Buyer for the costs incurred and the loss of profit for cancelled orders.
    (h) The seller will invoice the buyer on the delivery date. Unless otherwise agreed in writing between the parties, such invoices are due and payable within thirty (30) days from the date of invoice and delivery.
    Regardless of the means of payment used, payment shall not be deemed to have been made until the Seller’s account has been credited in full and irrevocably. All payments made or due by the Buyer shall
    be firm and non-refundable and shall be paid by the Buyer notwithstanding any termination of these Terms.
    (i) Overdue payments will incur financing costs calculated at a periodic rate of 1.5% per month (or up to the maximum rate permitted by law at the seller’s option) from the due date for all invoiced amounts.
    Any defects or other reasons that are not accepted by the seller do not entitle the buyer to reduce the invoice amount or refuse payment. In any case, the payment of the invoice amount must be transferred
    on time. The seller is entitled to charge unjustified deductions from the buyer. In the event of overdue invoice amounts, the Seller reserves the right to suspend product deliveries and suspend compliance
    with the Terms until the Buyer has paid all overdue invoice amounts. If the Buyer has not paid the amount due within two (2) months of the due date, the Seller shall be entitled to terminate the Terms by
    giving written notice to the Buyer and to claim compensation for the damage suffered by the Buyer.
    (j) Any bank charges incurred for the payment of invoices shall be borne by the buyer.
    (k) The Seller retains title to the Product until the Buyer has made full payments for the Product in accordance with this Article 3.
  3. Orders and deliveries
    (a) An order must contain the correct and complete product name and all required specifications (including, but not limited to, quantity, delivery schedule, delivery location and cost) in order to be valid. An
    order is accepted only after the seller has issued a written order confirmation to the buyer. The Seller reserves the right to make the acceptance of an order subject to an advance payment or other payment
    (b) Unless expressly agreed in writing by the Seller, all sales shall be made ex works Incoterms 2010 at the place of manufacture specified by the Seller (it being understood that this place of manufacture may
    be the location of a supplier). Ownership and the risk of loss and damage pass to the buyer upon delivery of the products to the first carrier at the point of shipment. The Buyer shall bear the cost of all freight
    costs necessary to transport the Products from the point of dispatch to the destination address, as specified by the Buyer in the Order. Unless the Seller has received and accepted written instructions from
    the Buyer specifying the shipping method, the Seller will act in its sole discretion with respect to the shipping method, insurance and carrier to be used. For the avoidance of doubt, it should be noted that
    the risk is transferred to the Buyer at the latest when the Product is handed over to the first carrier, in all cases, even if the Seller or one of its suppliers undertakes to send the Product to its destination at
    the request of the Buyer or as described above.
    (c) The Seller shall order manufacturing from its suppliers in accordance with the scheduled shipment date, which will be confirmed in its order confirmation. However, the Buyer acknowledges that the Seller
    has no control over the suppliers and the planned shipping date is only an estimate. Failure to deliver by the due date does not give the buyer any right to compensation and does not impose any responsibility
    or liability on the seller. The seller reserves the right to make partial deliveries (or have them made by suppliers) and the invoices will be issued according to the quantity shipped. The Seller reserves the
    right to carry out production shipments in whole carton quantities (or to have them carried out by suppliers). If these deliveries do not deviate from the ordered quantity by more than ten percent (+10%),
    the seller will invoice the additional quantity. If such deliveries deviate from the ordered quantity by at least ten percent (-10%), the seller cancels the remaining quantity. In both cases, the buyer accepts
    the actual quantity and the associated invoice.
    (d) If the Buyer considers that he will not be able to accept the delivery of the Products on the delivery date, he must immediately inform the Seller in writing, stating the reason and time at which he can accept
    the delivery. If the buyer does not accept the delivery on the delivery date, he must nevertheless pay part of the purchase price, which is due upon delivery, as if the delivery had taken place. The Seller shall
    ensure that the Products are stored at the risk and expense of the Buyer for a maximum period of six (6) months. If the delivery of the products is delayed or temporarily impossible for other reasons for
    which the Seller is not responsible, the Seller is also entitled to store the products at the risk and expense of the Buyer (or to have them stored by one of its suppliers). After the expiry of a period of three
    (3) months, the Seller is entitled to ship products that have not yet been shipped to the Buyer to the Buyer (or to have them shipped by one of its suppliers) at any time.
    (e) Orders confirmed by the Seller are binding and may only be modified or cancelled by the Buyer with the written consent of the Seller, which will only be considered on a case-by-case basis and shall be
    subject to reasonable compensation to the Buyer for the costs and loss of profit incurred by the Seller. Without prejudice to the aforementioned agreement by the Seller and any other reasonable
    compensation, in the event of cancellation by the Seller, the Seller shall be required to pay a minimum amount of ten percent (10%) of the order.
    (f) In the event of default (including, but not limited to, failure to provide all required information and specifications) or breach of the Terms by Buyer, Seller may refuse further deliveries or elect to proceed
    with deliveries notwithstanding such delay or breach.
    (g) In the event of unreasonable late payment, the Seller shall be liable in addition to the full amount of the payment and fees referred to in Article 3(i) 3(i)(k)3(k). Among other things, the Seller is entitled to
    demand the return of the Products to the Seller without the need for cancellation of the respective individual order.2(i)2(k)
  4. Specifications and acceptance
    (a) All products are subject to the standard specifications of the seller and supplier in effect on the day on which the seller or one of its suppliers ships the products. The Seller reserves the right to replace the
    specifications of a Product at any time without notice or consent of the Buyer.
    (b) The Buyer shall, within thirty (30) days of delivery of the Products to a common carrier or to the Buyer, whichever is earlier, notify the Seller, the supplier supplying the Product and the carrier of (i) any
    discrepancies between the type and quantity of the Products delivered, or (ii) any damage to the Products. In the absence of such notice, the Buyer shall be deemed to have accepted the Products as invoiced.
    The provisions of this Article 5(b) do not apply to products accepted by the Buyer at the Supplier’s facilities.4(b)
    (c) Products can only be returned with prior notification and authorization from the seller. The products will only be returned with a valid RMA number at the expense of the buyer and carriage paid by cash on
    delivery to the return facility specified by the supplier. Products returned without the seller’s consent or valid RMA number will be returned to the buyer. Each allegedly non-compliant batch of products
    must be accompanied by the exact reason for the refusal, as well as the corresponding test report and proof of purchase. Returned products must not have been altered, damaged or tampered with for any
    reason. No credits will be issued for non-compliant products or replacements will be shipped until the seller is satisfied that the product was truly non-compliant after appropriate testing and inspection.
    Notwithstanding the foregoing, the Seller shall not be responsible (a) for any failure to conform to the Specification, if such non-conformity does not affect the use of the Products or cause non-reproducible
    defects, or (c) for any defect attributable to any parts, software or other material or instructions provided by the Buyer.
  5. Warranty
    (a) Seller warrants only to Buyer and not to Buyer’s affiliates or customers or third parties that all Products will function in accordance with Seller’s or supplier’s specifications for a period of one (1) year from the date
    of delivery. The liability of the seller is limited exclusively to the replacement of paid products.
    (b) The warranty does not apply if:
    a. The Seller will not be notified in writing within thirty (30) days of the discovery of defective Products by the Buyer, or the non-conforming Products will not be received by the Seller within one (1) year from the date
    of delivery with a valid RMA number and a detailed description of the alleged defect.
    b. The non-conforming products have been altered or damaged, or their marking has been altered or removed by a party other than the Seller.
    c. The Seller’s or Supplier’s examination of the Products will reveal that the alleged non-conformity is not reproducible, is not material, does not interfere with the use of the Products, results from any parts, software
    or other material or instructions provided by the Buyer, or is caused by misuse, neglect, improper installation, repair, modification, accident or other omission, which are not attributable to the seller or supplier.
    d. Non-conforming products have been exposed to abnormal conditions (mechanical, electrical or thermal) during installation or use, or the non-conformity of the products results from excessive use of the maximum
    values set by the seller or supplier (temperature limit, maximum voltage…), from an incorrect choice of application by the buyer or from a specification other than the corresponding one.
    e. Non-compliant products were used in a non-standard environment. A non-standard environment is an environment that requires a level of robustness that is not documented in the applicable specification, such as
    space, military, and/or nuclear environments.
    f. The seller had advised the buyer prior to delivery that the non-compliant products may not comply with the applicable technical specifications (risk products) or may constitute experimental, developmental or nonqualified products.
    g. The non-compliant products were found in violation of Article 7(d).6(d)
    (c) If the Seller determines that the Products are non-compliant, the Seller will, at its sole discretion and in cooperation with its suppliers, repair or replace the non-compliant Products or provide a credit or discount on
    the purchase price. Sellers and suppliers may use refurbished parts to repair or replace warranted products, provided they reasonably determine that such parts have the same estimated useful life as new parts. The
    Seller will return repaired or replaced products to the Buyer at the Seller’s expense. Notwithstanding the foregoing, the Buyer shall bear any additional costs resulting from the fact that the Products are located in a
    place other than the place of delivery.
    (d) In no event shall Seller or Supplier be responsible for any costs associated with the removal (or reinstallation) of Products in or from any object, appliance or appliance in which such Products have been incorporated
    or used. The buyer is obliged to provide for the removal, disassembly and reconstruction of products or related equipment at his own expense.
    (e) If no defect is found in the Products, the Seller and its suppliers shall be entitled to compensation for the costs incurred by the Buyer’s notification pursuant to Article 6(b).5(b)
    (f) Except as expressly provided in this Article 6, Seller makes no warranties or representations, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or noninfringement. In no event shall the Seller be liable for any incidental or consequential damages relating to the Products. The warranties set forth in these Terms are Buyer’s sole and exclusive remedy.
  6. Limitation
    (a) The Seller’s liability for a material breach of these Terms shall be limited to one hundred thousand euros (€100,000) or to the refund of the purchase price paid by the Buyer, whichever is less, and shall be
    subject to the Seller’s refund or compensation by its suppliers.
    (b) In no event shall the Seller be liable for any costs associated with the Buyer’s procurement of replacement products. In no event shall Seller be liable for any special, indirect, consequential or incidental
    damages, including lost profits, whether based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages.
    (c) Seller shall not be liable under these Terms for any loss arising from any claim against Buyer or for any indirect, incidental, consequential or punitive damages, including, but not limited to, lost profits or loss
    of use, resulting from any infringement or omission by Seller, including any breach or omission resulting from any infringement or alleged infringement of any patent. Trademark, copyright, mask labor
    rights, or other intellectual property rights. Buyer’s sole remedy and Seller’s sole and complete liability for any cause or action, whether in contract (including breach of warranty) or tort (including negligence
    or misrepresentation) or at law or otherwise, shall be limited to the price of the products or software giving rise to the claim. The Buyer shall at all times notify the Seller and supplier who supplied the
    Product of any infringement or possible action or claim related to the Products and give the Buyer a reasonable opportunity to remedy the breach or bring the action or claim.
    (d) Products are not approved for use as critical components in life support equipment or systems. Buyers may not integrate, sell, distribute, or use any product in connection with any application or system
    where failure of the product could result in death or personal injury. The Seller expressly disclaims any responsibility for any such use, which is at the Buyer’s own risk, even if the Seller has been notified in
    writing of such use. Buyer agrees to indemnify and hold harmless Seller, its suppliers, their officers, employees and affiliates from any costs, losses, liabilities or expenses (including, but not limited to,
    attorneys’ fees and other litigation or threatened litigation costs) arising out of any breach of the prohibition set forth above by Buyer or any person or entity that receives products through the buyer.
    (e) The Seller shall not be liable for any damage to property caused by the Products after they have been delivered and while they are in the possession of the Buyer or its customers. The Seller is also not liable
    for any damage to products manufactured by the Buyer or to products that include the Buyer’s products. If the Seller or its suppliers are held liable to third parties for such property damage, the Buyer shall
    indemnify, defend and hold harmless the Seller and its suppliers. Buyer shall indemnify Seller and its suppliers against any and all claims, liabilities, damages or costs arising out of any infringement (direct
    or contributory) of any patent, copyright, trademark or other proprietary right arising out of Seller’s or its suppliers’ compliance with the designs or specifications provided by Buyer.
    (f) No compensation may be sought from the Seller under these Terms if the Buyer itself breaches these Terms and fails to remedy such breach within thirty (30) days of Seller’s written notice of such breach.
    (g) Any liability of either party is excluded if the other party fails to notify its claims in writing within six (6) months of becoming aware of these rights.
    (h) The limitations of damages and liability set out in this Article 7 have been included as a substantial incentive for the parties to enter into these Terms. They are fundamental elements of these conditions.
    The parties would not have entered into these terms and conditions if the limitations of warranties and liability set out in this Article 7 did not apply.
  7. Intellectual property rights
    (a) These Terms do not grant Buyer any right or license other than the right to distribute or resell Products, and no other rights or licenses may be implied or derived by any provision of these Terms or by the
    conduct of the parties.
    (b) Sellers, suppliers, and their licensors retain, without limitation, all of their ownership rights in any software, patents, copyrights, designs, drawings, plans, or intellectual property rights contained in the
    Products. The Buyer is not entitled to disassemble, reverse engineer, copy or modify any software contained in the Products or to use or distribute such software other than that contained in the Products.
    (c) WeDoIT and the logos of WeDoIT and its affiliates are trademarks or registered trademarks in Germany and other countries. Third party trademarks, trade names, product names, images, and logos used in
    the Products or related deliverables (including, but not limited to, documentation) may be trademarks or registered trademarks of their own suppliers.
    (d) Due to the complexity of electronic component manufacturing techniques and related intellectual property rights, as well as the fact that Seller does not manufacture products or other hardware products
    and acts as an intermediary between its suppliers and the Buyer, the Seller cannot declare that the products do not infringe any intellectual property rights of third parties. In the event that a third party
    makes a claim against the Seller or Buyer alleging that the Products delivered to the Buyer infringe the intellectual property rights of that third party, the Seller undertakes, at its sole discretion and expense,
    to defend the claim or seek a compromise; If an unfavorable and final judgment is issued against the Seller, the Seller will, at its sole discretion, obtain a license from the aforementioned third party or modify
    the Products in such a way as to avoid infringement. If such a solution is not feasible for economic or technical reasons, the Seller shall reimburse the Buyer within the limits set out in Article 7(a) up to a
    maximum amount equal to the amount paid by the Buyer for the infringing Products depreciated on a straight-line basis and for three years. The Seller shall defend and indemnify the Buyer in accordance
    with this Article 8(d) in Article 7(a), provided, however, that the Buyer (1) promptly notifies the Seller in writing of any infringement claim against the Buyer, (2) enables the Seller or its suppliers to control
    the defense, and cooperates with the Seller in the defense and all related settlement actions. In addition, such an exemption does not apply to infringement claims:6(a)7(d)6(a)
    a. Products manufactured, provided or modified by Seller or its suppliers in accordance with Buyer’s requirements or specifications, or
    b. resulting from the combination or use of a delivered product with another product, even if that product has no essential use except as part of such a combination, or
    c. resulting from software provided by the Buyer, or
    d. resulting from a modification of the Products not made by the Seller, or
    e. resulting from the conformity of the product with essential industry standards or specifications; For the purposes of this Article, “material” means that, for technical reasons (or where there is no commercially viable
    alternative), taking into account normal technical practice and the generally available state of the art at the time of product development, it is not possible for products and technologies incorporated into products
    to comply with the relevant industry standards or specifications without infringing the intellectual property rights of third parties. injure.
    The foregoing provisions constitute the entire obligation of the Seller towards the Buyer in the event of a claim against the intellectual property of a third party in relation to the Products delivered by the Seller.
    (e) Notwithstanding anything to the contrary in these Terms, the parties agree that Seller and Suppliers shall not be liable and have no obligations under these Terms (including Articles 7 and 8) with respect to
    any third party suit, claim or action relating to the Moore Microprocessor Patent Portfolio as currently asserted by Technology Properties Limited Inc. (including, without limitation, U.S. Patent US 5,440,749
    or the European patent EP 0 870 226 or patents claiming priority of one of these patents).
  8. Applicable law
    (a) The validity, fulfillment and interpretation of these terms and conditions are subject to German law.
    (b) Any dispute arising out of or in connection with these Terms, including any questions concerning their existence, validity or termination, shall be finally settled by arbitration under the Rules of Arbitration
    of the Arbitration Tribunal administered by an arbitrator in accordance with the said Rules. The arbitration will take place in Munich, Germany. Unless otherwise agreed by the parties, the language to be
    used in the arbitration shall be English or German.
  9. Force majeure
    (a) The Seller shall not be liable for any delay or failure due to causes beyond its control, including, but not limited to, war (declared or not), riot, strike, fire, storm, flood, earthquake, accident, shortage of labor
    or materials, unforeseen manufacturing problems, inability to secure materials in a timely manner, and failures or delays in transportation, labor disputes, failures of the supplier, transport embargo,
    Government or official acts and legal action.
    (b) In the event of such excused delay or non-performance, the delivery date shall, at the request of the Seller, be postponed for a period equal to the time lost due to the delay. The Seller shall notify the Buyer
    in writing within a reasonable time after becoming aware of such event or circumstance.
  10. Export regulations
    (a) The products are subject to German export control laws and may be subject to import and export regulations as well as declaration obligations in other countries. The Buyer agrees to strictly comply with
    all export laws and regulations and acknowledges that it is responsible for making all necessary declarations (including, where applicable, the explanation of cryptographic algorithms) and obtaining licenses
    or other regulatory approvals for import and, if applicable, export, to the extent required after delivery. Buyer is responsible for being aware of all applicable laws, regulations, and requirements relating to
    the export, re-export, transfer, diversion, and/or release of any products, information, software, or technology subject to these Terms. Buyer is solely responsible for complying with any subsequent export
    or re-export requirements with respect to products, information, software or technology following delivery or transfer by Seller to Buyer.
    (b) Buyer shall not export, re-export or transfer any products, information, software or technology developed with or use Seller’s technology in violation of any applicable laws or regulations of Germany, the
    EU, the United States, Singapore or any other country or regulatory system responsible for the export or re-export of such products, information, software or technology.
    (c) The Buyer checks and warrants that (a) no companies and persons on the respective blacklists of Germany, the EU, the USA, Singapore or other competent countries will be supplied with products,
    information, software or technology without an appropriate export license or other legal approval. In addition, the Buyer warrants that all products, information, software and technologies supplied by the
    Seller to the Buyer are not intended for use in connection with conventional armament, nuclear technology or weapons of mass destruction (nuclear, biological, chemical) and their carriers.
    (d) Any order placed under these terms and any confirmation thereof is subject to the proviso that the necessary export licenses have been issued by the relevant export control authorities of Germany, the EU,
    the USA, Singapore or other competent countries, as well as all other legally required approvals of the competent authorities, and that no obstacle arises from the applicable export laws and regulations.
    (e) The buyer must sign the international import certificate, if necessary, and/or the end-use certificate and forward it to the seller without delay. Only then can the seller apply for the export license and permits.
    The Seller will inform the Buyer either of the issuance of the relevant export license and permits or of the fact that an export license or permit is not required if this is found to be the case later.
    (f) If the period between the confirmation of an order and the issuance of the necessary export permits or other permits required by law exceeds three (3) months, this order shall be deemed null and void if
    the Seller requests it after the expiry of the aforementioned period.
    (g) The Seller reserves the right to verify the export records of the Buyer’s products at any time in order to ensure compliance with the obligations set forth in this Article 11.10
  11. Assignment
    The Buyer shall not assign or otherwise transfer or delegate its rights and obligations arising from these Terms in any way without the prior written consent of the Seller. The Seller may assign, transfer or delegate its rights
    and obligations arising from these Terms without the prior written consent of the Buyer.
  12. Attorney Fees
    In the event of a dispute between the parties regarding the enforcement or interpretation of these Terms, the unsuccessful party shall pay the prevailing party’s reasonable costs and attorneys’ fees, including reasonable
    costs and attorneys’ fees, incurred in appealing any final or preliminary judgment.
  13. Severability
    If any term or provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction or by operation of law, the provision shall be deemed to be omitted to that extent and the remaining provisions
    shall not be affected in any way. The invalid provision shall be replaced by a valid provision or provision that comes as close as possible to the intention on which the invalid provision is based.
  14. Independent parties
    Nothing in these Terms shall be construed as creating a joint venture, partnership, agent, or employment relationship between Seller and Buyer.
  15. Renunciation
    The delay or failure of either party to exercise in any respect any right or remedy provided for in these Terms shall not be deemed a waiver of such right or remedy, nor shall any single or partial exercise of any right or
    remedy preclude the further exercise of such right or remedy or any other right or remedy under these Terms.
  16. Entire Agreement
    These terms and conditions contained herein constitute the entire agreement between the parties. The Seller is not bound by the terms of the Buyer’s order that are incompatible with these Terms. Acceptance of these
    Terms by the Buyer may be either (a) by the Seller’s written acceptance of the Buyer’s order or by e-mail (or by a system agreed by both parties for this purpose) or (b) upon receipt by the Buyer of the Products in accordance
    with these Terms and its failure to return them within five days of delivery, follow. These Terms may not be modified, amended, qualified or interpreted by any trade practice or prior trading practice, except as expressly set
    forth in these Terms and Conditions. Any representation, promise or condition, unless expressly provided for in writing and signed by authorized representatives of the buyer and seller, shall be binding on both parties. These
    terms and conditions may only be modified by a subsequent agreement signed by a duly authorized representative of the seller.
  17. Notes
    Any notice or communication to the Seller required or permitted under these Terms must be in writing in person and delivered in person or by certified or certified mail to:
    WeDoIT GmbH, Konrad-Zuse-Platz 8, 81829 Munich, Germany
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