T&C

1. Definitions

1.1 The following definitions and rules of interpretation shall apply:

Binding Order: an Order which has been accepted by Bohle in writing or otherwise deemed accepted by Bohle upon delivery of the Ordered Products.

Bohle: the supplier of the Products, Bohle Limited, registered in England and Wales with company number 00644864.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 2.5.

Contract: the contract between Bohle and the Purchaser for the sale and purchase of the Ordered Products, which incorporates these Conditions, the Binding Order and the Specification (if any).

Insolvency Event: means, in respect of the Purchaser, that it: suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the UK Insolvency Act 1986 or section 268 of the UK Insolvency Act 1986 (as applicable); is the subject of a bankruptcy petition, application or order or adjudicated bankrupt; enters into a composition, compromise or arrangement to reschedule or restructure its indebtedness with or for the benefit of its creditors; compulsorily or voluntarily enters into liquidation or commences negotiations in respect of the same (except for the purposes of a bona fide reconstruction or amalgamation); obtains or takes steps to obtain a moratorium within the meaning of section 1 of the Corporate Insolvency and Governance Act 2020; ceases or threatens to suspend or cease carrying on all or a substantial part of its business or is dissolved; has an administrator, receiver, liquidator or manager appointed over the whole, or a substantial part of, its undertaking or assets, or a resolution is made or a notice or petition is filed or given in respect of the same by any person; any creditor or encumbrancer attaches or takes possession of or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of its assets which is not discharged within 14 days; or if any steps or action are taken in preparation for any of the aforementioned events or if any equivalent or similar event occurs or proceeding is taken with respect to it in any jurisdiction to which it is subject (including the UK) that has an effect equivalent or similar to any of the aforementioned events; or if the Purchaser’s financial position deteriorates to such an extent that in Bohle’s reasonable opinion the Purchaser’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

Order: the order for Products submitted by the Purchaser via the Website or by email, telephone or fax.

Ordered Products: the Products set out in a Binding Order.

Products: the tools, machinery and accessories for glass processing and finishing which are supplied by Bohle from time to time.

Purchaser: the legal entity who has placed an Order for the Products.

Specification: the specification for the Ordered Products that is agreed in writing by the Purchaser and Bohle.

Website: Bohle’s website at www.bohle.com/uk-EN

1.2 The word “including” will be deemed to be followed by the words “without limitation”.

2. These Conditions

2.1 These Conditions apply to the Contract. These Conditions supersede all other terms and conditions that may apply to the sale of Products to the Purchaser, including any previously used by Bohle in connection with the sale of the Products to the Purchaser, and apply to the exclusion of any terms and conditions which the Purchaser may seek to impose or which may be implied by custom, trade, practice or course of dealing (including any terms which the Purchaser purports to apply under an Order or similar) and the Purchaser hereby waives all rights it may have to rely on the same.

2.2 Any quotations, samples, drawings, illustrations, specifications, technical details, dimensions, particulars of weights or capacity, statements, descriptive matter or advertising materials produced by Bohle and/or which are contained in Bohle’s catalogues or brochures (including on the Website) are produced for the sole purpose of giving an approximate idea of the Products described in them. Whilst every effort is made to ensure the accuracy of such information, Bohle accepts no liability whatsoever for any errors or omissions. Save as expressly set out in these Conditions, such literature shall not form part of the Contract nor have any contractual force. This is not a sale by sample.

2.3 Bohle reserves the right to make changes to, and to discontinue any, Products at any time without notice at its sole discretion.

2.4 The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Bohle which is not set out in the Contract.

2.5 Variations of these Conditions are only valid if confirmed by Bohle in writing.

2.6 Placing an Order constitutes the Purchaser’s acceptance of these Conditions.

2.7 Bohle may change these Conditions from time to time at its discretion by posting a revised version on the Website. For the avoidance of doubt, the Purchaser will be bound by the Conditions in force at the date of placing the Order.

2.8 Bohle does not sell to consumers and the Purchaser will not benefit from consumer rights legislation.

3. Orders/Contract

3.1 Each Order submitted by the Purchaser verbally or in writing constitutes an offer by the Purchaser to purchase the Products set out in the Order in accordance with these Conditions. The Purchaser shall be responsible for: (a) ensuring that the terms of the Order and any specification submitted by the Purchaser are complete and accurate; (b) ensuring the Products are fit for the Purchaser’s intended purpose; and (c) providing Bohle with sufficient information to enable Bohle to fulfil in the Order in accordance with these Conditions. Bohle’s order process on the Website allows the Purchaser to check and amend any errors before it submits the Order.

3.2 Each Order shall only be deemed to be accepted by Bohle once Bohle has confirmed the Order in writing to the Purchaser, or, if earlier, when the Goods are delivered to the Purchaser (in whole or in part), at which point a Contract shall be formed. Bohle reserves the right to reject any Order (in whole or in part) for whatever reason at Bohle’s sole discretion.

3.3 If Bohle is unable to satisfy a Binding Order (in whole or in part) for any reason, it will notify the Purchaser in writing as soon as practicable, and Bohle may, in its sole discretion, either: (i) supply similar Products of equivalent functionality; or (ii) remove the affected Ordered Products from the Binding Order and issue a refund to the Purchaser for any amount already paid in respect of such Ordered Products; or (iii) cancel the Binding Order and issue a refund to the Purchaser for any amount already paid in respect of such Binding Order. Except as set out in this clause 3.3, Bohle shall have no liability to the Purchaser in respect of any amendment or cancellation of a Binding Order.

3.4 The Purchaser shall not be entitled to amend or cancel any Binding Order, unless expressly agreed by Bohle in writing and subject to payment for any work-in-progress.

4. Price & Payment Terms

4.1 Quotations issued by Bohle are only valid in writing and for a period of seven days (or as otherwise stated on the quotation). Quotations are non-binding, do not constitute an offer to supply and shall not form part of the Contract, unless expressly agreed otherwise in writing by Bohle.

4.2 The price for the Ordered Products shall be the price set out in Bohle’s published price list at the date of the Order, unless otherwise agreed in writing by Bohle.

4.3 Unless otherwise agreed with Bohle in writing, prices are stated in pounds sterling, net of any deductions or discounts applicable and exclusive of VAT and any other applicable taxes, duties, tariffs and levies (which shall be payable by the Purchaser in addition on receipt of an invoice from Bohle).

4.4 The price of the Ordered Products shall exclude the costs of delivery, packaging, installation and insurance, unless stated otherwise by Bohle during the order process. For more information, please refer to Bohle's Shipping Conditions.

4.5 Bohle may, by giving written notice to the Purchaser at any time prior to delivery of the Ordered Products, adjust the price of the Ordered Products to reflect any increase in the cost of the Ordered Products that is due to: (i) any factor beyond Bohle’s control, including foreign exchange fluctuations and increases in production costs, duties, insurance, freight and other purchase costs (including for components & services) or a force majeure event impacting Bohle’s cost or ability to supply; or (ii) any request by the Purchaser to change the delivery date, the quantity or type of the Ordered Products or the Specification; or (iii) any delay due to any information or instructions given or not given by the Purchaser.

4.6 Bohle may invoice the Purchaser for the Ordered Products on or at any time after the Contract is formed in accordance with clause 3.2.

4.7 Payment is to be made:

(a) in advance of delivery of the Ordered Products; or

(b) (where Bohle and the Purchaser have agreed credit terms in writing prior to the Purchaser placing an Order) within 30 days (or other number of days agreed by Bohle) of the date of Bohle’s invoice, subject to an agreed credit limit.

4.8 Payment is to be made by credit card or debit card payment, by wire transfer, by irrevocable, confirmed letter of credit issued to Bohle’s indicated bank, by cheque or by any other payment method agreed by Bohle. Payment is to be made to the bank account set out on the invoice. Time for payment is of the essence.

4.9 The Purchaser shall make all payments free and clear of all set-offs, counterclaims, deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, the Purchaser shall pay to Bohle such sum as shall, after the deduction or withholding has been made, leave Bohle with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

4.10 All bank charges are for the account of the Purchaser, unless otherwise agreed in writing by Bohle prior to the Purchaser placing the Order.

4.11 Any dispute in relation to a particular Binding Order shall not entitle the Purchaser to withhold payment in relation to any other Binding Order.

4.12 Any costs incurred by Bohle in connection with receiving a late payment or recovering any overdue sum shall be paid by the Purchaser.

4.13 Without limiting any other rights or remedies Bohle may have, where the Purchaser fails to make any payment in accordance with these Conditions or Bohle is otherwise concerned about the Purchaser’s financial stability, Bohle shall be entitled to:

(a) demand immediate payment of all outstanding amounts owed to Bohle;

(b) suspend further deliveries of Products or supply of any services until payment has been received in full;

(c) reduce or withdraw any payment or credit options, volume or early settlement discounts, rebates or other incentives; and/or

(d) charge interest on the overdue amount both before and after judgment at the rate of 8% per annum above the Bank of England’s base rate for the time being in force, accruing on a daily basis from the due date until actual payment of the overdue amount.

5. Delivery

5.1 Products are dispatched from such of Bohle’s warehouses as is the most appropriate location for Bohle. Unless the Purchaser has agreed in writing to collect the Ordered Products from Bohle’s warehouse, Bohle shall deliver the Ordered Products using a delivery method of its sole choosing. Any delivery periods or dates provided by Bohle are approximate only and time of delivery is not of the essence. Delays in delivery do not justify any kind of compensation, except as otherwise expressly set out in these Conditions.

5.2 Bohle will deliver the Ordered Products to the location set out in the Binding Order or such other location as the parties may agree (Delivery Location).

5.3 Delivery of the Ordered Products shall be completed when the Ordered Products arrive at the Delivery Location.

5.4 Deliveries may be made in instalments and each such instalment shall constitute a separate Contract which may be invoiced separately. Any right to cancel one instalment shall not entitle the Purchaser to cancel any other instalment.

5.5 Bohle shall be entitled to make partial delivery of any Binding Order if, for example, certain Ordered Products are unavailable. Partial delivery shall not entitle the Purchaser to reject the Binding Order.

5.6 The Purchaser shall not be entitled to reject the Ordered Products if Bohle delivers up to and including 5% more or less than the quantity of the Ordered Products, but a pro rata adjustment shall be made to the applicable invoice on receipt of notice from the Purchaser that the wrong quantity of Ordered Products was delivered or upon Bohle noticing the error.

5.7 If the Purchaser fails to accept a delivery of the Ordered Products on a delivery date notified by Bohle to the Purchaser, or to collect the Ordered Products on an agreed collection date: (i) the Purchaser shall pay to Bohle all transit, storage and waiting time costs and any other loss, damage and expenses incurred by Bohle arising from such failure; and (ii) delivery of the Ordered Products shall be deemed to have been completed at 9am on the scheduled delivery or collection date. If the Purchaser has not accepted delivery of the Ordered Products within 10 working days of the original delivery or collection date, Bohle may resell or otherwise dispose of part or all of the Ordered Products in its sole discretion.

5.8 Bohle shall not be liable for any delay in delivery or failure to deliver the Ordered Products that is caused by the Purchaser’s failure to provide Bohle with adequate delivery instructions or by any other act or omission of the Purchaser.

6. Title and risk

6.1 Risk in the Ordered Products shall pass to the Purchaser on completion of delivery in accordance with clause 5.

6.2 Notwithstanding delivery, title to the Ordered Products shall not pass to the Purchaser until the earlier of:

(a) receipt of full payment, in cleared funds, for the Ordered Products, in which case title shall pass at the time of payment;

(b) use of, damage to or destruction of the Ordered Products, or the combination or incorporation of the Ordered Products with other items, after risk has passed (such that the Ordered Products are no longer in their original condition);

(c) sale of the Ordered Products by the Purchaser; or

(d) the date notified to the Purchaser by Bohle in writing.

If sub-clause (b) or (c) applies, title shall pass at the time specified in 6.4.

6.3 Until title to the Ordered Products passes to the Purchaser, the Purchaser shall: (i) store the Ordered Products separately and mark or identify the Ordered Products as belonging to the Purchaser; (ii) not encumber, charge or grant security over the Ordered Products; (iii) notify Bohle immediately if the Purchaser becomes subject to an Insolvency Event; (iv) ensure that the Ordered Products are stored appropriately and kept in a good condition; (v) insure the Ordered Products for an amount equal to at least their list price; (vi) provide such information relating to the Ordered Products as Bohle may require from time to time; (vii) at Bohle’s request, deliver up all Ordered Products in the Purchaser’s possession; and (viii) permit Bohle, and grant Bohle an irrevocable licence, to enter any premises where the Ordered Products are stored (at any time and without notice) to inspect and/or repossess the Ordered Products.

6.4 Subject to clause 6.5, the Purchaser may use or sell the Ordered Products in the ordinary course of its business before title passes, however, if the Purchaser sells the Ordered Products or uses, damages or destroys them or combines or incorporates them in another product after risk has passed (such that they are no longer in their original condition): (a) the Purchaser shall act as principal and not as Bohle’s agent; and (b) title to the relevant Ordered Products shall pass to the Purchaser immediately before the relevant use or sale, damage, destruction, combination or incorporation.

6.5 If before title passes to the Purchaser, the Purchaser becomes subject to an Insolvency Event, without limiting any other right or remedy, the Purchaser’s right to use or sell the Ordered Products in the ordinary course of business ceases immediately and Bohle may at any time: (a) require the Purchaser to deliver up all Ordered Products in its possession; and (b) enter any premises where the Ordered Products are stored and recover them.

7. Acceptance and returns

7.1 Delivered Ordered Products must be inspected by the Purchaser promptly upon receipt of the Ordered Products. If the Purchaser does not claim any discrepancies in the quantity of the Ordered Products within 3 working days following receipt of the Ordered Products, the Purchaser will be deemed to have accepted the Ordered Products in full.

7.2 If Bohle agrees that the Purchaser may return any non-defective Ordered Products, they must be in their original condition (unused, undamaged, in original packaging) and accompanied by a return note as well as proof of purchase. Any return charges must be paid by the Purchaser and a re-stocking charge of 20% of the value of the Ordered Products or £20 (GBP) (whichever is the greater) will be charged to the Purchaser for any Ordered Products returned through no fault of Bohle.

7.3 The Purchaser may not return any Ordered Products which have been custom made to the Specification, or where any item comprised in the Binding Order has been specially ordered by Bohle to satisfy such Binding Order.

7.4 Ordered Products received in an obviously damaged condition (including damaged packaging) or incomplete should be either rejected by the Purchaser on delivery, or, if signed for, then signed for as "Received in damaged condition" or as “Shortage”, regardless of carrier paperwork instructions and of carrier driver information. Failure to do this will result in any claim for damage being rejected.

8. Warranty

8.1 Subject to clause 8.5, Bohle warrants that the Ordered Products will be free from material defects on delivery and for a period of six months following delivery (the Warranty Period).

8.2 If upon delivery or during the Warranty Period, the Ordered Products do not comply with the warranty set out in clause 8.1, the Purchaser shall notify Bohle in writing within seven days of delivery of the Ordered Products (where the defect should have been apparent on inspection) or within seven days of discovery of a latent defect (provided such notification is received within the Warranty Period).

8.3 Bohle will repair or replace any Ordered Products that do not comply with the warranty set out in clause 8.1 (at its discretion) within a reasonable time, provided that Bohle shall have reasonable opportunity to examine the Ordered Products, the alleged damage and/or storage conditions at either the Purchaser's or Bohle's premises (at Bohle´s option) and, if requested, the Purchaser shall return the Products to Bohle. Any return of defective Ordered Products must be approved by Bohle in writing before being effected and the Purchaser shall bear the cost of carriage, postage and packaging. Any shipments received by Bohle where such costs have not been paid by the Purchaser will not be accepted.

8.4 If the Ordered Products cannot be repaired or replaced pursuant to clause 8.3, Bohle may, at its option, issue a credit note for the amount paid by the Purchaser for the defective Ordered Products.

8.5 Bohle will not be liable for any defective Products and the Purchaser shall waive all rights to bring a claim if:

(a) the defect arises due to a failure to comply with Bohle’s instructions (or if none are given, good industry practice) regarding the installation, use, storage, commissioning, modification, maintenance and/or repair of the Ordered Products;

(b) the Purchaser makes any further use of the Ordered Products after noticing the defect;

(c) the defect arises as a result of Bohle following any drawing or design supplied by the Purchaser and/or the Specification;

(d) the Purchaser alters or repairs the Ordered Products or otherwise tampers with them (or allows a third party to do so) without the prior written consent of Bohle;

(e) the defect arises as a result of fair wear and tear, wilful or accidental damage, negligence or abnormal storage or working conditions; or

(f) the Ordered Products differ from their description or specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements;

(g) the defect has arisen because the Purchaser has installed, combined or added additional items onto or incorporated additional items within the Ordered Products;

(h) the Purchaser has failed to notify Bohle of the defect within the period prescribed in clause 8.2;

(i) the Purchaser has not complied with clauses 7.4 and/or 8.3 and/or has failed to provide any supporting evidence or information requested by Bohle; and/or

(j) the defect cannot be verified.

8.6 Except as provided in this clause 8, Bohle shall have no liability to the Purchaser in respect of any defects or quality issues with the Ordered Products.

8.7 The remedies in clauses 8.3 and 8.4 shall be the Purchaser’s sole and exclusive remedy for defective Products and Bohle shall have no further liability whatsoever for any defects or delay or failure to correspond to the Specification or to any other description or sample or for any injury, damage or loss resulting from such defects or for any other failure to otherwise comply with these Conditions.

8.8 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law in respect of the supply of Products (including under the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

8.9 These Conditions shall apply to any repaired or replacement Products supplied by Bohle.

9. Liability

9.1 Nothing in these Conditions shall limit or exclude Bohle’s liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.

9.2 Subject to clause 9.1:

(a) Bohle shall under no circumstances whatever be liable to the Purchaser, whether in contract, tort (including negligence), for misrepresentation, breach of statutory duty, restitution or otherwise for any of the following types of losses, howsoever arising under or in connection with the supply of the Ordered Products and/or the Contract: (A) loss of profits; (B) loss of anticipated savings or wasted expenditure; (C) loss of business or loss of opportunity; (D) loss of production; (E) loss of reputation or goodwill; (F) loss or corruption of data; or (G) any special or punitive damages, indirect, consequential or pure economic loss, costs, damages, charges or expenses;

(b) the sole and exclusive remedy for defective, damaged, delayed and/or incomplete Products is set out in clause 8.3 and is subject to the exclusions of liability in clause 8.5 and this clause 9; and

(c) in respect of all other claims, Bohle’s total aggregate liability to the Purchaser in respect of all claims arising under or in connection with the Contract, whether in contract, tort (including negligence), for misrepresentation, breach of statutory duty, restitution or otherwise, shall in no circumstances exceed the price paid by the Purchaser for the Ordered Products.

9.3 Bohle shall have no liability for any claim in respect of damage or loss in transit, shortage or any defect in the Ordered Products unless notice in writing of such claim is given to Bohle within the notice periods specified in clause 8.2 or, in the case of a shortage, within three days of delivery or, in the case of Goods lost in transit, within three days of the due date for delivery. The Purchaser cannot claim for shortages if the Purchaser (or its agent, personnel or representative) signed a delivery note, receipt or other consignment document to accept delivery and did not make a written note of the shortage on such document.

10. Termination

10.1 If the Purchaser becomes subject to any Insolvency Event, or Bohle reasonably believes that the Purchaser is about to become subject to any Insolvency Event, and notifies the Purchaser accordingly, then without limiting any other right or remedy Bohle may have, Bohle may terminate or suspend the Contract and cancel or suspend all further deliveries under the Contract or under any other contract between the Purchaser and Bohle without incurring any liability to the Purchaser, and all outstanding sums in respect of Ordered Products delivered to the Purchaser shall become immediately due.

10.2 Bohle may terminate the Contract, including any Binding Order placed but not yet processed, immediately upon written notice to the Purchaser if:

(a) the Purchaser is in material breach of any of the terms of the Contract and fails to remedy such breach within 14 days of written notice requiring it to do so by Bohle; or

(b) the Purchaser has failed to pay any sum due under the Contract by its due date and such sum remains unpaid within 14 days of written notice by Bohle requiring the Purchaser to pay such sum in full.

10.3 All sums payable under this Contract shall, upon termination of the Contract or any relevant Order (as appropriate) become immediately due and payable.

10.4 Termination of the Contract, however arising, shall not affect either of the parties’ rights and remedies that have accrued at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

11. Confidentiality and Intellectual Property

11.1 Each party shall keep all information which it has obtained from the other party in connection with the Contract confidential (including the Price and other commercial terms). This confidentiality obligation shall not apply to information that: (a) is required to be disclosed by law, court order or any governmental or regulatory authority; (b) is already known to the receiving party at the time of disclosure by the disclosing party; or (c) is or becomes generally available to the public other than through any act or omission of the receiving party in breach of a Contract.

11.2 All intellectual property rights subsisting in and/or relating to the Products and/or Bohle’s business (including the BOHLE trade marks and Product names) shall be owned by Bohle. All rights are reserved. Any use of Bohle’s intellectual property rights is subject to Bohle’s prior written permission.

12. Force Majeure

Bohle shall not be liable for any failure to perform, or delay in performing, any of its obligations under the Contract if such failure or delay is due to any event beyond its reasonable control (a Force Majeure Event) (including, but not limited to, strikes, lockouts or other industrial disputes (whether involving its own workforce or a third party's), interruption or failure of a utility service or transport network (including international shipping routes), acts of God, war, terrorism, riot, civil commotion, interference by governmental, civil or military authorities (including a lockdown or import/export restrictions), the imposition of sanctions or tariffs, Royal demise, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, computers or means of transportation, restrictions on energy supply, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, accident, loss at sea, epidemic or pandemic or similar event, natural disaster or extreme adverse weather conditions, any change in law or other action taken by a government or public authority or compliance with any such law or action, or default of suppliers or subcontractors). If Bohle is affected by any such event, it shall notify the Purchaser in writing as soon as reasonably practicable and Bohle’s obligations under the Contract will be suspended and the time for performance of such obligations will be extended for the duration of such event.

13. Governing law and jurisdiction

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

14. General

14.1 Bohle may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Bohle.

14.2 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, by commercial courier or by email.

14.3 A notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in clause 13.2; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; (iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or (iv) if sent by email, one working day after transmission (providing no delivery failure notification is received by the sender).

14.4 Proceedings or other documents in any legal action cannot be served under clauses 13.2 or 13.3 by email.

14.5 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.6 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver or abandonment of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.

15. Special agreements for products that fall within the scope of Article 12g of Regulation (EU) No. 833/2014

15.1 The Purchaser shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with a Contract that falls under the scope of Article 12g of Council Regulation (EU) No 833/2014 and/or The Russia (Sanctions) (EU Exit) Regulations 2019 (“Sanctioned Goods”).

15.2 The Purchaser shall undertake its best efforts to ensure that the purpose of clause 15.1 is not undermined or frustrated by any third parties further down the commercial chain, including by possible resellers.

15.3 The Purchaser shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would undermine or frustrate the purpose of clause 15.1.

15.4 Any breach or violation of this clause 15 shall constitute a material breach of an essential element of a Contract, and Bohle shall be entitled to seek appropriate remedies, including, but not limited to:

(a) Extraordinary termination of the Contract. The termination must be declared in writing. In this case, the Purchaser shall bear all costs and damages incurred by Bohle, and

(b) A contractual penalty of EUR 50,000.00 or the price of the exported goods, whichever is higher. The right to assert claims for damages shall remain unaffected. Any contractual penalty due shall be set off against any claim for damages asserted, and

(c) In addition, the Purchaser shall indemnify Bohle against all claims asserted by authorities or other third parties against Bohle due to a breach by the Purchaser of the obligation under this clause 15.

15.5 The Purchaser shall immediately inform Bohle about any problems in applying this clause 15, including any relevant activities by third parties that could undermine or frustrate the purpose of clause 15.1. The Purchaser shall make available to Bohle information concerning compliance with the obligations under this clause 15 within two weeks of the simple request of such information.

15.6 Where Bohle has reason to believe that any Sanctioned Goods have been sold, exported or re-exported directly into the Russian Federation Bohle shall be at liberty to notify the relevant UK authorities irrespective of any confidentiality agreement between the parties.

Terms and Conditions