SIEMENS
ROBICON Perfect Harmony
Liquid-cooled drives
7
7/6
Siemens D 16.2 – 2012
Conditions of sale and delivery (continued)
resulting price, schedule or other contractual
modifications. Any change to any law, rule, regulation,
order, code, standard or requirement which requires
any change hereunder shall entitle Siemens to an
equitable adjustment in the prices and any time
of performance.
12. Non-waiver of Default. Each shipment made
hereunder shall be considered a separate transaction.
In the event of any default by Buyer, Siemens may
decline to make further shipments. If Siemens elects
to continue to make shipments, Siemens’ actions
shall not constitute a waiver of any default by Buyer
or in any way affect Siemens’ legal remedies for any
such default. Any waiver of Siemens to require strict
compliance with the provisions of this contract shall
be in writing and any failure of Siemens to require
such strict compliance shall not be deemed a waiver of
Siemens’ right to insist upon strict compliance thereafter.
13 Final Written Agreement; Modification of Terms. These
terms, together with any quotation, purchase order or
acknowledgement issued or signed by Siemens, comprise
the complete and exclusive agreement between the
parties (the .Agreement.) and supersede any terms
contained in Buyer’s documents, unless separately signed
by Siemens. These terms may only be modified by a
written instrument signed by authorized representatives
of both parties.
14. Assignment. Neither party may assign the Agreement,
in whole or in part, nor any rights or obligations
hereunder without the prior written consent of the
other; provided however that Siemens may assign its
rights and obligations under these terms to its affiliates
and Siemens may grant a security interest in the
Agreement and/or assign proceeds of the Agreement
without Buyer’s consent.
15. Applicable Law and Jurisdiction. These terms is
governed and construed in accordance with the laws
of the State of Delaware, without regard to its conflict
of laws principles. The application of the United Nations
Convention on Contracts for the International Sale of
Goods is excluded. BUYER WAIVES ALL RIGHTS TO A JURY
TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY
WAY TO THESE TERMS.
16. Severability. If any provision of these terms are held
to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions
will not in any way be affected or impaired, and such
provision will be deemed to be restated to reflect the
original intentions of the parties as nearly as possible
in accordance with applicable law.
17. Export Compliance. Buyer acknowledges that Siemens is
required to comply with applicable export laws and
regulations relating to the sale, exportation,
transfer, assignment, disposal, and usage of the
Products provided under the Contract, including any
export license requirements. Buyer agrees that such
Products shall not at any time directly or indirectly
be used, exported, sold, transferred, assigned or
otherwise disposed of in a manner which will result in
non-compliance with such applicable export laws and
regulations. It shall be a condition of the continuing
performance by Siemens of its obligations hereunder
that compliance with such export laws and
regulations be maintained at all times. BUYER AGREES
TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM
ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS
AND FINES RELATED TO NON-COMPLIANCE WITH
APPLICABLE EXPORT LAWS AND REGULATIONS.
PH/CSD/En March 01, 2010
Standard terms and
conditions of sales and delivery