ALT GENERAL TERMS AND CONDITIONS OF SALE OF GOODS AND/OR SERVICES AND/OR SOFTWARE LICENSE

Advanced Logic Technology S.A. (ALT)
Zoning de Solupla, 30H Rue de Niederpallen, 8506
Redange, Luxembourg
T. +352 28 56 151

1. Definitions
2. Object
3. Offer, Ordering and Agreement
4. Goods and Good’s warranty
5. Performance of Services
6. The Client’s duties
7. Prices
8. Payment terms
9. Retention of title clause
10. Delivery and Shipping Terms
11. Defective goods and/or services
12. Cancellation of Purchase Order
13. Goods and Services changes
14. Discontinuation of Goods
15. Rights in documentation and IP rights
16. Software license
17. Subcontracting
18. Limitation of liability
19. Breach, termination and cancellation
20. Force majeure
21. Confidentiality
22. Compliance with laws
23. Protection of personal data
24. General

1. Definitions

“ALT”, “us” means Advanced Logic Technology and its subsidiaries or any other person or firm having a contract for the supply of Goods and/or Services to the Client as identified in the Order.

the Client, “you” or Reseller, means the person, firm or ALT whom purchases the Goods and Services.

Reseller shall mean any authorized Resellers who have signed an authorized Reseller agreement with ALT, or who acquire Goods or Services from ALT on behalf of the Clients, or for resale purposes.

Business Day means a day other than a Saturday, Sunday or public holiday in Luxembourg.

Contract means altogether the Purchase Order, any additional agreed terms and conditions expressly stated in the Purchase Order or referred to in the Purchase Order and these General Conditions.

Deliverables means all documents, Goods and materials developed by ALT or its agents, contractors and employees as part of or in relation to the Goods and/or Services in any form or media, including computer programs, data, specifications and reports.

Delivery Date means the date for the delivery of the Goods and/or for the completion of performance of the Services (as the case may be) stipulated in the Purchase Order and includes such other delivery date(s) as may be mutually agreed in writing between ALT and the Client.

Goods means any goods, materials, equipment, articles, items or substances (or any part of them) set out in the Order.

New Goods means any Good produced or having been produced by ALT and supplied new to the Client.

Second-hand Goods means any Goods supplied by ALT to the Client that have been previously used by one or more owners, sold “as is”, with or without prior repair by ALT.

Intellectual Property Rights means all rights in or to any copyright (and rights analogous to copyright), patents, database rights, registered design or other design rights, utility model, moral right, trademark (whether registered or not and including any rights in get up or trade dress), brand name, service mark, trade name, eligible layout right, chip topography right and any other intellectual property and industrial protection rights whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any such rights.

Offer means any proposals issued by ALT regarding the Client’s request for purchasing Goods and/or Services from ALT.

Order means your authorised purchase order as may be issued by you to ALT in respect of the supply of Goods and/or the performance of the Services. The Order constitutes a request from the Client to purchase Goods and/or Services from ALT in accordance with these conditions.

Services means the services, including any Deliverables, to be provided by ALT under the Contract as set out in the Service Specification.

Service Specification means the description or specification for Services agreed in writing by the Client and ALT.

Shipping address means the place(s) specified in the Purchase Order for delivery of the Goods and/or performance of the Services.

Software means any software comprised in the Goods or otherwise provided by us to you, either embedded or standalone, including any updates, enhancements, modifications and bug fixes provided thereto, in object code form only (unless otherwise specified), and any full or partial copies thereof.

Software does not include software created or owned by third parties for which ALT does not have the right to license to the Client (“Third Party Software”).

2. Object

2.1 The Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any confirmation of Order, specification or other document, even if such document is referred to in the Contract).

2.2 No variation to these Conditions or to the Contract shall have any effect unless expressly agreed in writing and signed by the parties’ authorized representatives.

3. Offer, Ordering and Agreement

3.1 Any Offer is expressly made conditional on the Client’s assent to all the terms contained in the Offer without deviation.

3.2 ALT’s Offers are open for acceptance within the period stated by ALT in the Offer or, when no period is stated, within thirty (30) days from the date of the Offer, but any Offer may be withdrawn or revoked by ALT at any time prior to the receipt by ALT or the Client’s acceptance related thereto.

3.3 If ALT receives an order from the Client for the sale by ALT and purchase by the Client of Goods and/or Services and such order is not a response to an Offer by ALT, or if ALT receives an order or acceptance by the Client which deviates from ALT’s Offer, such order or acceptance, respectively, shall be deemed to be a request for an Offer only.

3.4 The Client shall ensure that its order, including the description, specification and other details of the Goods and/or Services, is complete and accurate and reflects its requirements.

3.5 The quantity and description of the Goods will be as set out in ALT’s quotation or acceptance of order or, in relation to orders placed through ALT’s website, as set out on the website. The Services, including details of any agreed timings, locations and Deliverables, and any inputs required to be provided by the Client, will be as set out in the Service Specification.

3.6 The Client may not cancel or modify accepted orders without ALT’s written agreement.

4. Goods and Good’s warranty

4.1 The quantity and description of the Goods shall be as set out in ALT’s offer.

4.2 ALT shall ensure that the New Goods shall upon delivery and for a period of 12 months afterwards:

(a) correspond with their description and any applicable specification for the Goods;

(b) be of satisfactory quality and fit for any purpose held out by ALT or made known to ALT by the Client, expressly or by implication, and in this respect the Client relies on ALT’s skill and judgment;

(c) where applicable, be free from defects in design, materials and workmanship;

(d) comply with all applicable laws and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;

(e) be accompanied by sufficient instructions and documentation to inform the Client of: (i) hazardous materials or radioactive substances comprised in the Goods; (ii) the shelf life, cycle life or usage lifespan of the Goods; (iii) the measures necessary to appropriately maintain the Goods during use, storage and transport; and (iii) any laws, regulations, safety recommendations or industry best practice applicable to the use, storage, transport and disposal of the Goods (including but not limited to health and safety regulations)be new (and where applicable at the beginning of their shelf life or lifespan) unless otherwise stated in the Order; and be accompanied by test records and certificates of conformity as requested in the Order or as otherwise applicable

4.3 ALT shall ensure that the Second-hand Goods shall upon delivery and for a period of 6 months afterwards:

(a) correspond with their description and any applicable specification for the Goods;

(b) be of satisfactory quality and fit for any purpose held out by ALT or made known to ALT by the Client, expressly or by implication, and in this respect the Client relies on ALT’s skill and judgment;

(c) where applicable, be free from defects in design, materials and workmanship;

(d) comply with all applicable laws and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;

(e) be accompanied by sufficient instructions and documentation to inform the Client of: (i) hazardous materials or radioactive substances comprised in the Goods; (ii) the shelf life, cycle life or usage lifespan of the Goods; (iii) the measures necessary to appropriately maintain the Goods during use, storage and transport; and (iii) any laws, regulations, safety recommendations or industry best practice applicable to the use, storage, transport and disposal of the Goods (including but not limited to health and safety regulations)

4.4 Where required by law, ALT and the Client will supply safety data sheets and other information regarding the health and safety attributes of the Goods.

4.5 If ALT is not the manufacturer or developer of any Goods, ALT shall endeavour to transfer to the Client the benefit of any third-party warranty given to ALT but otherwise gives no warranty in relation to them.

4.6 ALT will not be liable for a breach of any of the warranties in section 4.2 or 4.3:

(a) unless the Client gives written notice of the defect to ALT promptly after discovery (and, if the defect is as a result of damage in transit to the carrier, within seven (7) days of delivery);

(b) unless ALT is given a reasonable opportunity to examine such Goods and the Client (if asked to do so) returns such Goods to ALT. Any returns shall be at the Client’s cost and risk while in transit, but if ALT is in breach of the warranties in section 4.2 or 4.3., ALT shall reimburse to the Client the carriage costs of return (which will not include the costs of recovering the Goods from any installation);

(c) if the Client makes any further use of the Goods after giving such notice;

(d) if the defect arises because the Client fails to follow ALT’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

(e) if the Client alters or repairs such Goods without the written consent of ALT.

4.7 If upon examination ALT reasonably determines that any non-conformity or defect in any Goods is attributable to any of the causes set out in section 4.6 then:

(a) ALT may recover from the Client any costs incurred by ALT in receiving or examining the Goods under section 4.6(b);

(b) ALT may charge for the repair or replacement of the Goods (at such price as the parties may agree); and

(c) if the parties do not agree a price for repair or replacement, the Client shall collect the Goods at its cost. If the Client fails to collect the Goods ALT shall notify the Client and, if the Goods remain uncollected, may dispose of them after a reasonable period.

4.8 Subject to sections 4.6, and 4.7 if the Goods do not conform with the warranties in section 4.2 or 4.3 ALT shall at its option repair or replace such Goods (which may be by replacing such Goods with goods of equivalent or upgraded function) or refund the Contract price of such Goods. Any repaired or replaced Goods are warranted by ALT against recurrence of the same nonconformity or defect in the relevant repaired or replaced part for a further period of six months from the date of repair or replacement, but otherwise only for the remainder of their original warranty period.

4.9 If ALT complies with section 4.8 it will have no further liability for breach of section 4.2 or 4.3.

5. Performance of Services

5.1 The description and scope of the Services shall be as set out in ALT’s Offer.

5.2 ALT shall perform the Services and provide the Deliverables (if any) in accordance with the Contract in all material respects.

5.3 The Client acknowledges that if it approves any interim Deliverables, ALT will be entitled to rely on the suitability of those Deliverables for the performance of the remainder of the Services and will have no liability for any defects in subsequent Services or Deliverables to the extent that such Services or Deliverables are derived from approved Deliverables.

5.4 ALT shall use reasonable endeavours to meet the performance dates specified in the Contract, but any such dates shall be estimates only and time for performance shall not be of the essence.

6. The Client’s duties

6.1 The Client will:

(a) ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 3 Business Day prior to the desired intervention) to enable the required services to be performed;

(b) procure all necessary access for ALT’s representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;

(c) Supply, if required, any special equipment and personnel necessary for the performance of the services;

(d) ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services and will not rely, in this respect, on ALT’s advice whether required or not;

(e) inform ALT in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;

(f) Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.

6.2 The Client warrants that if it provides any information, data and materials to ALT, the Client is entitled to provide them, ALT’s use of them will not infringe third party rights, and they will be lawful, accurate and complete in all material respects. The Client shall indemnify ALT and hold it harmless from and against any and all damages, losses, liabilities, costs and expenses suffered or incurred by ALT (including without limitation legal expenses) as a result of the Client’s breach of any warranty in this present section.

6.3 If ALT’s performance in relation to the Services is prevented or delayed by any act or omission of the Client or failure by the Client to perform any of its obligations as set out in the Contract, then ALT may suspend performance of the Services until the Default is remedied and will not be liable for the prevented or delayed performance.

7. Prices

7.1 Unless otherwise expressly agreed between you and ALT, prices are stipulated in US Dollars or Euros excluding taxes, or any other currency by express prior agreement of ALT. Prices in any Offer, Confirmation or Agreement are in US Dollars or Euros and do not include any taxes, duties or similar levies, now or hereafter enacted, applicable to the Goods. ALT will add taxes, duties and similar levies to the sales price where ALT is required by law to pay or collect them and will be paid by the Client together with the price.

7.2 Payment shall be made on the account indicated by ALT using the currency mentioned in the Offer.

7.3 The Contract Price excludes shipping and handling charges, which are the obligation of the Client and will be added to the invoice if prepaid by ALT.

7.4 The price for the Services may be calculated on a time-and-materials basis or a fixed-price basis. If the price is calculated on a fixed-price basis then ALT may, acting reasonably, increase the applicable price if the Client requests any change to the scope of the Services, if any change to the scope of the Services becomes necessary due to the failure of any assumption or dependency identified in the Service Specification, or due to any the Client’s default.

7.5 Prices are subject to change without prior notice and ALT shall thereafter notify the Client of any price increases. In the event of a price increase, the Client may cancel any undelivered portion of any order by written notice to ALT, provided such notice is received by ALT not more than ten (10) days after the Client’s receipt of ALT’s notice of price increase. Upon cancellation, the Client shall pay ALT: (1) the Contract Price for all Goods which have been completed or are in the process of completion, (2) components or goods secured by ALT from outside sources for the performance of the Contract, and (3) special tooling and equipment procured for the performance of the Contract.

7.6 All prices shall be confidential, and the Client shall not disclose such prices to any unrelated party.

8. Payment terms

8.1 ALT shall invoice the Client for the price of the Goods or Services at such intervals or in such instalments as may be set out in the Contract. The Client shall pay the price at the times and by the methods specified in ALT’s quotation or acceptance of order. The Client shall pay for orders placed through ALT’s website at the time of order, and ALT shall provide an invoice separately after the order has been expressly accepted by ALT.

8.2 Unless otherwise provided for, terms of payment are net cash thirty (30) days following the date of invoice, all payable in the currency specified in the invoice.

8.3 The Client shall pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The Client shall reimburse ALT for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. In addition to all other remedies available under these Terms and Conditions or at law (which ALT does not waive by the exercise of any rights hereunder), ALT shall be entitled to suspend the delivery of any Goods if the Client fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.

8.4 The Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with ALT, whether relating to ALT’s breach, bankruptcy or otherwise.

8.5 All payments payable to ALT under the Contract will become due immediately on its termination.

9. Retention of title clause

9.1 Ownership of the Goods sold by ALT can only be transferred after full payment by the Client of the amount of the invoice issued for principal and ancillary costs, including in the event of granting a payment extension.

9.2 However, upon delivery, the Client must assume the risks and ensure their proper storage. It may not modify, incorporate or resell them without ALT’s consent if the invoice is not paid in full.

10. Delivery and Shipping Terms

10.1 Delivery times are indicative and run from the date of order confirmation by ALT and, in the event the Client supplies industrial equipment, subject to timely delivery thereof to one of the sites designated by ALT. In any event, the deadline is considered indicative and any modification to the contractual supply conditions will result in a new deadline being set.

10.2 Physical delivery of the goods shall take place on ALT’s premises, either by releasing them to the Client or to the hauler. This can be done electronically for intangible goods (licenses, etc.). Unless expressly stipulated, transportation and travel expenses are not included and will be invoiced at the applicable rates. Then, the Client shall pay all delivery costs and charges or pay ALT’s standard shipping charges plus handling. Partial deliveries are permitted.

10.3 ALT may deliver Goods in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by ALT of all information necessary to proceed with the work without interruption. If Goods delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, the Client shall so notify ALT within ten (10) days after receipt.

10.4 If any Goods to be delivered under this Contract cannot be shipped to or received by the Client when ready due to any cause attributable to the Client, ALT may ship the Goods to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If ALT places Goods into storage, the following apply: (i) title and risk of loss immediately pass to the Client, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to ALT upon delivery or shipment shall be due; (iii) a fee of two percent (2%) of the value of the Goods will be charged to the Client; and (iv) when conditions permit and upon payment of all amounts due, ALT shall make Goods and repaired equipment available to the Client for delivery.

10.5 Any liability of ALT for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

10.6 Once delivered, the Goods shall become the responsibility of the Client, which shall then be liable for any risk of loss, theft or damage. In the event of loss or damage resulting from transportation, the Client must take recourse against the hauler. If the Client fails to accept the delivery of a Good in a timely manner, ALT shall be entitled to immediately invoice the cost of the Goods, together with any other cost incurred as a result of the Client failing to accept the delivery.

11. Defective goods and/or services

11.1 If on delivery any of the Goods are defective in any material respect and either the Client lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Client or Reseller gives written notice of such defect to ALT within 10 (Ten) Business Days of such delivery, ALT shall at its option:

(a) replace the defective Goods within 30 (thirty) Business Days of receiving the Client’s or Reseller notice; or

(b) refund to the Client the price for those Goods (or parts thereof, as appropriate) which are defective; but ALT shall have no further liability to the Client in respect thereof and the Client may not reject the Goods if delivery is not refused, or notice given by the Client as set out above; or

(c) examine and possibly repair or calibrate at its sole discretion the defective Goods or item at its sole discretion,

(i) The Client shall deliver to ALT’s place of business any item which ALT has agreed to repair or calibrate, or which ALT is to examine in order to provide a quotation for repair or calibration;
(ii) Any repaired or calibrated item is a Deliverable for the purposes of these terms and conditions;
(iii) When ALT performs calibration services it will provide a conformity statement as at the date of calibration. The Client acknowledges that external factors may cause items to drift out of tolerance subsequent to calibration and ALT shall not be liable if after dispatch the relevant item ceases to conform.

11.2 No Goods may be returned to ALT without the prior agreement in writing of ALT. Subject thereto any Goods returned which ALT is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at ALT’s sole discretion ALT shall refund or credit to the Client the price of such defective Goods but ALT shall have no further liability to the Client.

11.3 ALT shall be under no liability in respect of any defect arising from fair wear and tear, or any willful damage, negligence, subjection to normal conditions, failure to follow ALT’s instructions (whether given orally or in writing), misuse or alteration of the Goods without ALT’s prior approval, or any other act or omission on the part of the Client, its employees or agents or any third party.

11.4 Subject as expressly provided in these Terms and Conditions, conditions or other terms implied by statute or law are excluded to the fullest extent permitted by law.

12. Cancellation of Purchase Order

No Order or any part thereof may be rescheduled or cancelled without ALT’s prior written consent, which ALT may withhold in its sole discretion. All cancelations will be subject to payment to ALT of reasonable and proper cancelation charges. The Client may return Goods only at its sole cost and only with the prior written authorization of ALT, subject to a restocking fee as agreed by the parties. No returns will be permitted more than sixty (60) days after delivery.

13. Goods and Services changes

ALT reserves the right to make at any time Good and/or Services changes. In such event ALT represents that said changes shall not negatively affect form, fit or function of the Goods and their performance characteristics.

14. Discontinuation of Goods

ALT reserves the right to discontinue manufacturing and sale of Goods at any time. If during the term of an Agreement under which ALT sells and the Client purchases Goods on a regular basis, these regularly sold and purchased Goods are to be permanently discontinued (“Discontinued Good”), ALT will use its reasonable commercial efforts to give the Client prior written notice of the discontinuation, and to accept last-time-buy orders for the Discontinued Good in accordance with ALT’s Good discontinuation process and general information related thereto as published on ALT’s website.

15. Rights in documentation and IP rights

15.1 ALT holds the copyrights and all rights of intellectual property to the offers it has made, Deliverables, and the designs, images, drawings (test) models, software, templates and other goods that it has issued, except to the extent they are comprised in materials provided to ALT by or on behalf of the Client such as the Client’s specifications or items provided for repair or calibration.

15.2 ALT grants to the Client a worldwide, non-exclusive, royalty-free license under ALT’s intellectual property rights in such Deliverables solely to the extent necessary for the Client to use such Deliverables for its internal business purposes, provided that the Client shall comply with all applicable laws and regulations in respect of its use of such Deliverables. Said section shall not apply to Resellers, but the above-mentioned limitation shall apply to Reseller’s clients.

15.3 The Client shall indemnify ALT and hold ALT harmless from and against any and all damages, losses, liabilities, costs and expenses suffered or incurred by ALT as a result of:

(a) any claim or allegation by a third party that the possession, use, modification or adaptation of any materials provided to ALT by or on behalf of the Client infringes the intellectual property rights of that third party; or

(b) any claim by any third party brought or threatened against ALT as a result of any use of the Deliverables by the Client or any person acting with the Client’s authorisation (in each case to the extent such use has not been authorised by ALT).

16. Software license

16.1 Software supplied to the Client by ALT is not sold but licensed to the Client under the terms of these Conditions unless a separate License Agreement is expressly concluded in writing between the parties.

16.2 The license is strictly limited to the use of the Software:

i) for the Client’s internal business purposes,
ii) for the purposes of any collaboration with ALT,
iii) or for other purposes agreed in writing by ALT in advance (together the “Permitted Purposes”).

16.3 The Client shall not:

i) copy or modify the Software or parts thereof unless agreed in writing by ALT in advance. Nevertheless, the Client is entitled to make backup copies of the Software;
ii) distribute, market, rent, lease or transfer to any third-party ALT Software or parts thereof or disclose its use;
iii) sub-license (other than to the Client’s staff and contractors), sell or transfer (except in the case of firmware, where the license may be transferred along with ownership of the Good in which such firmware is installed) the Software;
iv) remove, obscure, or alter the copyright, confidentiality, trademark, logo, legend or ALT proprietary notices appearing on the Software or on any copy that the Client is authorized to make.

16.4 The Client’s rights to use any third-party Software supplied by ALT in relation with the Order will be subject to such third party’s license terms, with which the Client shall comply.

16.5 Unless otherwise agreed upon in writing, ALT shall not install the Software on the Client’s computer systems; the Software is considered delivered when the Client has received the Software including all necessary documentation for installation, operation and use on physical media. The Software is provided “as is”. ALT does not warrant that use of the Software will be uninterrupted or error-free, will meet the Client’s specific requirements, or will be free from viruses or any other form of malicious code.

16.6 The Software is not intended for use in or in connection with any applications where the failure of the software or errors in data processing could lead to death, personal injury or severe physical or environmental damage. The Client will be solely responsible for the accuracy and adequacy of the Software, and any data generated or processed by the Software, for the Client’s intended use and the Client shall indemnify ALT, its officers and employees and hold them harmless against any third-party claims relating to the Client’s use of the Software.

17. Subcontracting

ALT reserves the right to subcontract all or part of its services to one or more third parties and to change subcontractor at any time, provided that the services are at least equivalent and have no impact on the Client. ALT reserves the right to work with other subcontractors based on its needs. The service provided by the new subcontractor will be of at least equivalent quality to the service provided by the previous subcontractor.

18. Limitation of liability

18.1 In no event shall ALT be liable to the Client or any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not ALT has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

18.2 In no event shall ALT’s aggregate liability arising out of or related to this contract, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to ALT for the Goods sold hereunder or, as to services, for the amounts paid to ALT for services performed hereunder.

18.3 This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between ALT and the Client, without which ALT would not have agreed to provide the Goods or services at the price charged.

18.4 The following provisions set out the entire financial liability of ALT to the Client in respect of:

(a) any breach of these conditions;

(b) any use made or resale by the Client of any of the Software or Goods or Deliverables; and/or

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

18.5 Any warranties or other provisions implied by common law, statute, custom or otherwise as to the quality or fitness for any particular purpose of the Goods and Services are hereby excluded to the fullest extent permitted by law.

18.6 Nothing in these conditions excludes or limits the liability of ALT for any matter for which its liability cannot lawfully be excluded or limited. In this event, ALT’s liability shall be limited to a maximum of EUR 10.000. In any case, ALT shall in no case be liable for any collateral damage.

18.7 Subject to section 18.4:

(a) ALT’s total aggregate liability will not exceed the Contract price; and

(b) ALT will not be liable to the Client for:

i) loss of income, profits, turnover, business opportunity, reputation or goodwill (in each case whether direct, indirect or consequential); or ii) any indirect or consequential loss, in each case ((a) or (b)) whether such liability arises in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with the Contract or its subject matter.

18.8 Subject to section 10 hereof, each of the Client and ALT (as an “Indemnifying Party”) shall indemnify the other party (as an “Indemnified Party”) from and against claims brought by a third party, on account of personal injury or damage to the third party’s tangible property, to the extent caused by the negligence of the Indemnifying Party in connection with this Contract. In the event the injury or damage is caused by joint or concurrent negligence of the Client and ALT, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of ALT’s indemnity obligation, no part of the Goods is considered third party property.

18.9 If you obtained the Software in Germany or Austria, and you usually reside in such country, then the above Sections 18.1 to 18.8 does not apply. Instead, ALT’s statutory liability for damages shall be limited as follows: (a) ALT shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the license agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and (b) ALT shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation. This clause shall survive termination of this Agreement.

19. Breach, termination and cancellation

19.1 ALT reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from the Client without liability to ALT in the event of: (i) the Client’s insolvency, (ii) the Client’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or trustee for the Client or (iv) the execution by the Client of an assignment for the benefit of creditors. ALT reserves its right to suspend its performance until payment or adequate assurance of performance is received and also reserves its right to cancel the Client’s credit at any time for any reason.

19.2 ALT also reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from the Client if the Client:

(i) commits a material breach of the Contract and such breach is not remedied within thirty (30) days after written notice thereof, or
(ii) undergoes a change of control resulting in control, in whole or in part by, a competitor of ALT or a party or entity with whom ALT or any of its Affiliates are prohibited from conducting business. A “change of control” is considered to occur when ALT becomes controlled by or under common control with, or acquires or merges with, a third-party.

For purposes of this definition, “control” means (a) the direct or indirect ownership or control of more than fifty percent (50%) of the voting equity of the party, (b) the ability to conduct the exercise of more than fifty percent (50%) of the votes cast at the General Meetings of the party concerned on all or substantially all matters, (c) the right or power to appoint or dismiss a majority of the officers of the party concerned, or (d) the power to give authority to the management.

19.3 The termination of the Contract under Clause 20 for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date it terminated and not affect the coming into force or the continuation in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after it terminated.

19.4 Upon the termination of the Contract, the Client will return to us all documents and materials (and all copies of them) containing ALT confidential information and certify in writing to ALT that you have complied with this requirement.

20. Force majeure

ALT shall not be liable or responsible to the Client, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of ALT including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

21. Confidentiality

21.1 ALT shall procure that its staff shall keep secret and do not disclose any information of a confidential nature obtained by reason of the Contract except information which is in the public domain otherwise than as required to be by reason of a breach of this Section or disclosed by law.

Except for non-confidential documentation provided to the Client for distribution with a corresponding Good or Software, the Client acknowledges that all technical, commercial and financial information (including without limitation any source code) disclosed to the Client by ALT or its Affiliates is the confidential information of ALT or its Affiliates. The Client shall not disclose any confidential information to any third party and shall not use any of the confidential information for any purpose other than in conformance with the purchase transactions under these Terms.

21.2 The provisions of this Section shall apply during the continuance of the Contract and after its termination howsoever arising for a period of 5 years, save for Trade Secrets as protected by Directive (EU) 2016/943, where this section shall apply without limitation in time.

21.3 The Parties acknowledge that the content of this General Conditions is not Confidential Information.

22. Compliance with laws

22.1 ALT shall take reasonable steps to ensure the Goods are in conformity with applicable laws and regulations; however, the Client acknowledges that Goods may be used in various jurisdictions for various applications subject to disparate regulations and therefore that ALT cannot warrant compliance with all applicable laws and regulations. ALT disclaims any representation or warranty that the Goods conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by ALT in writing. The Client shall comply with all applicable laws, regulations and ordinances. ALT may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

22.2 The goods, items, technology or software covered by a quotation/order may be subject to various laws including foreign export controls. ALT is committed to complying with all relevant export laws provided that the Client complies with the provisions of article 22.3.

22.3 The Client is responsible for applying for export licenses, if required, based on end user or country of ultimate destination. The Client certifies that they are not subject to any international sanctions issued by the EU, the U.S., and/or the UN, and agrees to comply with all applicable sanctions, particularly regarding the export of goods and services to sanctioned countries. ALT’s obligations are conditioned upon the Client’s compliance with all applicable trade control laws and regulations and any sanctions imposed by the EU, US and/or UN against third countries. The Client shall not trans-ship, re-export, divert or direct Goods other than in and to the ultimate country of destination declared by the Client and specified as the country of ultimate destination on ALT’s invoice. The Client agrees to indemnify and hold ALT harmless from any and all costs, liabilities, penalties, sanctions and fines related to non-compliance with applicable export laws and regulations.

The Client also undertakes to comply with all laws and regulations applicable to the use of the Goods – in particular, the Client shall comply with all applicable laws and regulations regarding international sanctions, anti slavery, anti bribery and anti corruption applicable in the territories where the Goods are used.

ALT shall retain the right to cease any relationship and terminate any contract with the Client if said dispositions are not satisfied.

22.4 The Client represents and warrants that it is not subject to any trade sanctions imposed by the EU, U.S., and/or UN and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the EU, US, and/or UN) with respect to Goods sold hereunder, and shall provide evidence of compliance with the foregoing as ALT may reasonably request from time to time.

22.5 The Client represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official.

23. Protection of personal data

ALT undertakes to process the personal data in the manner defined below on behalf of the Client, in its capacity as the controller. Within the ambit of their contractual relations, the Parties undertake to comply with the legislation applicable to the processing of personal data, including in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable since 25 May 2018. The Client shall retain sole ownership of the files containing personal data transmitted to ALT and of any files that are modified or created by ALT within the framework of the Business Relationship. ALT undertakes to refrain from misusing, exploiting for commercial purposes or disclosing the said files either in full or in part for purposes other than those necessary to the Business Relationship or specified by the Client in its capacity as the controller.

24. General

24.1 Applicable law: Unless otherwise stipulated in an agreement signed by the parties, the purchase and sale at issue and these General Conditions shall be construed under the law of Luxembourg.

24.2 Jurisdiction: Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by Tribunal d’arrondissement de et à Luxembourg, Luxembourg.

24.3 Assignment/Sub-Assignment: The Client shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of ALT, which ALT may withhold in its sole discretion. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the Client of any of its obligations under this Contract.

24.4 ALT may assign its rights to an Affiliates without prior written consent from ALT. In particular, ALT will be entitled to assign or transfer all or any of our rights and/or obligations under the Contract to any entity in ALT Group or to our immediate the Client with whom ALT have contracted to deliver work which includes the Goods and/or Services.

24.5 Waiver: The fact that ALT does not at any given time invoke any of these general terms and conditions of sale cannot be interpreted as a waiver of the right to invoke any of these terms and conditions at a later date. No delay or omission by the Purchaser in exercising any of its rights under the Contract shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.

24.6 Severability: Any provision contained herein determined to be unenforceable, illegal or invalid shall be automatically voided and shall not affect the enforceability, legality or validity of the remaining provisions herein.

24.7 Relationship of parties: The parties intend to establish a relationship of the Client and ALT and as such are independent contractors with neither party having authority as an agent or legal representative of the other to create any obligation, express or implied, on behalf of the other.

24.8 Modifications and changes: ALT reserves the right to modify these Terms at any time. Modifications shall have effect: (a) on all Offers, Confirmations and Agreements referring to the modified Terms from the date of the Offer, Confirmation or Agreement, and (b) on any existing Agreement thirty (30) days from notification of the modifications by ALT to the Client, unless the Client has notified ALT within the thirty (30) day period that it objects thereto.