Frame Agreement concerning the purchase of Handsets and Accessories

* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

 

 

 

 

 

 

 

Contract no. of	2004-1432 [*]
	valid from	[*]	until	[*]
Contract between	[*]		as purchaser hereinafter referred to as "[*]"
And	IXI MOBILE (EUROPE) LTD 37 Broadhurst Gardens London NW6 3WT United Kingdom		as Supplier hereinafter referred to as "Supplier”

 

	Frame Agreement Supplier
	Page: 2

 

 

¨	Whereas the Parties have agreed to engage in a clear and effective business relationship;

 

¨	Whereas the Parties wish to have predefined terms and conditions, proceedings and ways of interacting in order to simplify contract handling by referencing to this Frame Agreement;

 

¨	Whereas Supplier intends to sell, market and distribute Mobile Handsets and its Accessories;

 

¨	Whereas [*] is highly interested in selling, marketing and distributing Mobile Handsets and its Accessories from Supplier;

 

the Parties agree as follows:

 

	Frame Agreement Supplier
	Page: 5

 

 

	Frame Agreement Supplier
	Page: 8

 

 

This Frame Agreement states the terms and conditions applicable to all aspects in connection to the Delivery of Mobile Handsets and its Accessories to [*] for reselling.

 

 

The following documents form integral parts of the Frame Agreement in the order they are listed:

 

i.

This Frame Agreement document itself

 

ii.

Global Annexes

 

Global Annex 1 "Scheme of Contractual Structure"

 

Global Annex 2 "Shipping instructions for Suppliers of [*]"

 

Global Annex 3 “Process of Product Change Management”

 

iii.

Commercial Agreements

 

Commercial Agreements shall be concluded under the provisions of the Frame Agreement. They shall cover all economic terms and conditions for a period of [*]. They shall be supplementary to the Frame Agreement and consist of the “Commercial Agreement” itself and its Local Annexes e.g.:

 

-

Commercial Agreements concerning the purchase of commercially traded Products & Local Annexes Commercial Agreements for UMTS Products based on 3GPP (Test & Trial) & Local Annexes

 

Both Parties confirm, that they are in possession of the above-mentioned documents of the Frame Agreement. Supplier understands and accepts the Contractual Structure as stated in the Global Annex 1 “Scheme of Contractual Structure”.

 

The above-mentioned list of documents of the Frame Agreement is not exhaustive as new documents (Commercial Agreement, Annexes) may be added from time to time upon the written agreement of the Parties.

 

In case of contradictions between the Frame Agreement document and the Global Annexes they shall prevail in the order listed above.

 

In case of contradictions between the Frame Agreement and the Commercial Agreement the Frame Agreement shall prevail unless the Commercial Agreement states explicitly a wilful deviation of the Parties from a specified clause of the Frame Agreement.

 

The general terms and conditions of Supplier and [*] are waived unless attached to this Agreement.

 

	Frame Agreement Supplier
	Page: 9

 

 

5.1

Territory

 

The whole territory of [*] shall be the Territory for reselling of Product delivered under the Frame Agreement and the Commercial Agreements.

 

5.2	Independent Trader

 

[*] shall be an independent trader (reseller) of the Handsets and Accessories from Supplier. [*] buys and sells the Products in its own name and for its own account.

 

5.3	No Representation

 

This Frame Agreement does not authorise either Party to engage in transactions in the name of the other.

 

 

6.1	Products and Accessories

 

The range of Deliverables for this Frame Agreement is defined as follows:

¨

Any new and/or additional Product(s) and/or new versions of Products and any related Accessories therefore.

 

6.2

Software

 

Releases and updates of software associated with the operating system shall be delivered free of charge over the lifetime of the Handset. Supplier shall support [*] in an appropriate way.

 

Releases and updates of software used with the Handset type shall be delivered free of charge during the warranty period, provided however, that the software has no new or additional functionalities.

 

Major software upgrades, which enhances Product functionalities will be chargeable at an agreed price.

 

6.3

Packages

 

Product packaging will be carried out by Supplier and shall basically not be modified by [*]. If required by certain circumstances [*] shall be authorised to modify the Packages with the written consent of Supplier, which Supplier shall not unreasonably withhold. Modify means to add important information in any form for the End-user.

 

The cost of production of the packages shall be included in the prices of Handsets.

 

Bundles shall be discussed and agreed case by case with Supplier and the respective unit of [*] with regard to co-branding, co-marketing and the determination of the components.

 

 

6.4	Type Approval

 

Supplier is responsible to [*] for ensuring that its Products meet the relevant [*] legal regulations and EU conformity requirements. The Handset has to be certified under the GCF (Global Certification Forum) scheme. [*] will inform Supplier on any Swiss legal regulation it is aware of.

 

The CE label must be added to the Products in a reasonably permanent and clearly legible way. The Supplier shall undertake - at its own cost - SAR measurements and shall appropriately publish the results as required by applicable law or regulation.

 

If any of these obligations regarding type approval are not met and [*] contacts [*], [*] shall notify Supplier without delay. Supplier shall handle the issue directly with [*] or any other competent authority at Supplier's own cost and risk. Supplier shall hold [*] with regard to such type approval harmless of all costs and damages awarded by a competent authority against [*] and shall give all the necessary support for a solution.

 

6.5	Pre-Configuration of Handsets

 

The pre-configuration of Handsets is a basic necessity for [*]’s sales business. Details concerning the pre-configuration are fixed in the respective Commercial Agreement.

 

6.6	Testing of the Products

 

Handsets delivered by Supplier, according to the HTS (Handset Term Sheet) as applicable shall be subjected to tests in accordance with the international standards and the specific requirements of the [*] network. If the delivered Handsets fail these tests [*] shall have the right to return them to Supplier. Returned Handsets shall be counted as not delivered.

 

Any major technical deviations from international standards can be subject to fail the tests performed by [*].

 

The failure of [*] to identify faults of the Deliverables during the tests shall not relieve Supplier from correcting such faults once they have been found at no additional cost for [*] according to clause 14.1 Warranty.

 

[*] shall either (1) approve the successfully passed tests, or (2) approve the test with reservation listing as detailed as possible the tests which could not be done due to technology limitations or (3) shall notify Supplier that the tests were not passed. Such approvals and notices shall be made in writing. Supplier may deliver a certain type of Handset only after having received an approval (with or without reservation). Once such approval is given Supplier is authorised to ship the approved products.

 

Supplier states hereinafter the standards (standards of ISO etc.) it applies for testing its own Products in the area of production and Delivery:

 

- ISO 9001 certified

 

- ISO 14001certified

 

6.7	Repair & Repair Services Management

 

Supplier shall provide a clear, efficient and economical repair cycle to handle warranty cases, maintenance and to repair defective Products in a reasonable timeframe as well as to deliver spare parts if needed.

 

 

All details concerning Repair & Repair Services Management are agreed between Parties and are fixed in the Contract concerning After Sales Services.

 

6.8	Samples, Dummies and Accessories

 

Supplier undertakes to deliver Samples, Dummies and new Accessories as requested by [*] and mutually agreed in the respective Commercial Agreement.

 

6.9	Documentation

 

Supplier shall provide complete Documentation of the Products including user instructions and information concerning operation in a format, which can be reproduced by [*]. On [*]’s request Supplier shall supply additional documentation against special remuneration.

 

[*] may copy, use and distribute the user instructions for the purposes in accordance with this Frame Agreement. No other license to intellectual property of Supplier is granted to [*]. Supplier reserveseany and all rights not expressly granted to [*] hereunder.

 

Documentation enclosed with the Product shall be in German/French/Italian and in English or otherwise agreed.

 

6.10	The copyrights, patents and any trademarks related to Products, manuals, packages and other Documentation shall remain with Supplier. Training

 

Supplier shall provide training for [*]. The scope of this training shall be specified more detailed in the Commercial Agreement or with the initial order. If [*] staff can train itself sufficiently based on the Documentation, then the Documentation and End-Users instructions are considered as sufficient.

 

 

7.1	[*] and Ordering Procedures

 

The objectives and predictions of the quantity structure or yearly sold amount of Handsets is defined and agreed with Supplier in the respective Commercial Agreement.

 

[*]

 

The Orders will be submitted with [*]’s Order form.

 

The individual Orders shall be issued in writing exclusively by the sole [*] unit entitled to purchase:

 

 

[*]

 

[*]

 

Supplier shall refer all other organisational units of [*] to the entitled purchasing unit of [*].

 

Supplier shall confirm Orders and Delivery deadlines within [*] starting with the day of reception of the official Order from [*]. No order shall be deemed accepted without Supplier’s written confirmation. The written Confirmation shall become binding upon the date of the confirmation.

 

 

7.2	Information Flow

 

7.2.1

Product Road Map of Supplier

 

Supplier shall proactively inform [*] regarding existing and new products (e.g. Handsets and accessories) and marketing and sales activities of the Supplier on the Territory. .

 

7.2.2

Duty to inform

 

Supplier shall promptly provide information to [*] regarding relevant problems observed world-wide in conjunction with the use of its products in the market which the Suppliers believes may have material impact in the Territory, as well as the knowledge Supplier has obtained about possible causes and workaround.

 

7.2.3

Information Exchange

 

For a better strategic planning and coordination the Parties agree to participate in meetings upon invitation of [*]. The goal of such meetings is on the one hand to give Supplier some information about the stage of affairs, sales performance, running projects including Products of Supplier and to present projections and trends of purchasing volumes in the future. On the other hand Supplier has the possibility to present new Products, which will be launched in the near future and to give an overview over the strategic orientation of Supplier’s company in the telecommunication market and over Supplier’s Product range (news and trends).

 

 

The contracting Parties may apply for changes to the standard Products in writing at any time. Should SCM require a change to be made, Supplier shall inform [*] within [*] whether or not the change is feasible and what effect the change will have on the Product to be delivered as well as on payments and deadlines. If necessary, Supplier shall submit proposals for alternatives which could produce better commercial or operational results. SCM shall decide by the same deadline whether or not the change is to be carried out, if Supplier deems it feasible. If Supplier requests a change, SCM shall accept or reject the request within the same deadline. SCM shall not unreasonably deny cost reduction proposals from Supplier.

 

Any changes must be set down in writing in the form of a signed addendum to the contract prior to execution. Any adjustment to payments shall be based on the original cost base. The Parties shall apply the process as set out in Global Annex 3 “Process of Product Change Management”

 

Unless otherwise arranged, delivery of Products shall be continued and will not be deemed to be restricted by the above.

 

 

 

9.1

Pricelist

 

Prices shall accord basically with the “[*]” (if existing) or “[*]” from Supplier as stated in the respective annexes of the Commercial Agreements.

 

In the event of price adjustments (lower prices for current Products) or new prices for new Products, [*] shall be contacted [*] and a new Pricelist shall be issued and agreed between Parties.

 

[*]

 

9.2	Price Settings

 

[*] may freely set its resale prices for all Deliverables.

 

9.3	Remuneration

 

The remuneration shall cover all goods and services required for the due fulfilment of the Frame Agreement. In particular, the remuneration shall include Documentation, packaging, transport, insurance and unloading costs, and configuration costs, including manual configuration for the first commercial volumes. Any other costs, fiscal or other public duties shall be agreed in the Commercial Agreement.

 

9.4	Assignment and pledging of receivables

 

Receivables due to Supplier may not be assigned or pledged to any third parties, which is not an Affiliate of the Supplier without [*]’s written permission.

 

9.5

[*]

 

[*] 

 

9.6

[*]

 

[*]

 

 

Information on benchmarking is considered confidential information.

 

10.1

[*]

 

[*]

 

10.2

[*]

 

[*] 

 

 

 

11.1	Marketing, Advertising and Sales Promotion

 

As an independent trader [*] promotes the Products of Supplier actively at its own risk and for its own account, whereby the regulations of article 15 (Intangibles) shall apply.

 

[*] is not obliged to disclose its strategic promotion activity, marketing, advertising or sales promotion plans to Supplier.

 

A cooperation shall be aimed at single projects and needs always the agreement of both Parties. [*] Projects may be agreed with [*] (Marketing Department) or with single trade/sales channels of [*]. Supplier shall use its reasonable efforts to inform [*] or the respective trade/sales channels about possible and potential projects and activities.

 

If Supplier plans a national promotion campaign in the Territory to launch a new Product, Supplier shall inform [*] about these promotion activities and the conditions for an [*].

 

11.2	Public Relations

 

Neither Party will advertise or publish any information related to the Frame Agreement without the prior written approval of the other Party.

 

11.3	Investors Relations

 

Notwithstanding anything else, Supplier may disclose information related to this agreement and the sale of Products to [*] with existing and potential investors of Supplier.

 

 

[*] is entitled to distribute Supplier’s Products via a contractually bound Distributor where such contract includes substantially similar terms of this agreement with regard to confidentiality and IPR’s. Therefore, subject to the terms of this agreement with regard to confidentiality and IPR’s, [*] is qualified to support the designated Distributor with the necessary support, information and data without infringing any confidentiality obligation or intellectual property right under this Frame Agreement. Especially the Distributor shall have the right to inspect the shipments in the name of [*] and to lead the inventory with all appropriate and necessary means.

 

 

Supplier shall procure all necessary approvals.

 

All import details have to be settled according to [*]’s procedure as defined in the respective Commercial Agreement.

 

 

14.1	Hard Milestones

 

If the Parties have, in the written definite order by [*], confirmed in writing by Supplier, agreed upon Hard Milestones (exact deadline for performance with a specific reference to this clause), the Party which does not meet the deadline so fixed shall be in default [*] upon the expiration of such deadline, except to the extent such delay is materially caused by the other party in which case such milestone will be extended accordingly. Unless [*] notifies Supplier to the contrary, Supplier shall still be under obligation to supply the Products after the Delivery date has expired.

 

 

If Supplier is in default it shall be liable to pay a Contract penalty, unless to the extent it can prove that no fault is attributable to it. This penalty shall be [*] of the [*] with a maximum of [*], settlement as mutually agreed. The Contract penalty shall be payable even if the items are accepted by [*] without reservation. Paying the Contract penalty shall not release Supplier from its other contractual obligations.

 

However, the penalty shall count towards any compensation payable.

 

14.2	Soft Milestones

 

If the Parties have agreed upon Soft Milestones (all due dates and deadlines, which are not Hard Milestones), a Party shall only be in default after being reminded thereof and after expiration of a [*] extension to be granted by the other Party, except to the extent such delay is materially caused by the other party in which case such milestone will be extended accordingly. Unless [*] notifies Supplier to the contrary, Supplier shall still be under obligation to supply the Products after the Delivery date has expired.

 

If Supplier is in default it shall be liable to pay a Contract penalty, unless to the extent it can prove that no fault is attributable to it. This penalty shall be [*] of the [*], with a maximum of [*], settlement as mutually agreed. The Contract penalty shall be payable even if the items are accepted by [*] without reservation. Paying the Contract penalty shall not release Supplier from its other contractual obligations. However, the penalty shall be the only remedy for a delay. Other compensation as a result of the delay are excluded.

 

14.3	Forecast Process

 

Supplier shall be in Delay, if it can not supply the volumes definitely ordered by [*] and confirmed in writing by Supplier.

 

 

15.1

Warranty

 

Supplier warrants that the Performance provided complies with the qualities agreed upon and any other qualities that are customary in the mobile handset industry in Europe and which [*] from an objective point of view may assume in good faith.

 

The warranty period shall be [*] for Device(s) and [*] for Accessories from [*] or [*] for Device(s) and [*] for Accessories from [*], which ever expires [*].

 

Supplier shall provide the service (repair or replacement of the same or a comparable Device or Accessories) for hardware and software for at least [*] from [*].

 

Claims based on a warranty shall be exclusively handled pursuant to the "Contract concerning After sales Services & Service Centre Management". Besides the warranty claims agreed upon in the "Contract concerning After sales Services & Service Centre Management"" and the Liability agreed upon in section 15.4 further warranty and/or liability claims are expressly excluded.

 

Where defects are fraudulently concealed, the corresponding rights of [*] shall only be time barred after [*] from [*].

 

	Frame Agreement Supplier
	Page: 16

 

The warranty periods shall be extended for the period consumed by [*].

 

The warranty period on repaired Products shall be the warranty period as stated in the Contract concerning After Sales Services, whichever is longer.

 

15.2	Interoperability between Network and Handsets

 

If a Handset is approved by [*] with reservations (see clause 6.6) and the Handset does not work in [*]'s network system environment due to a failure at the fault of Supplier which was not detected by [*] because the respective tests could not be done due to technology limitations, the following regulation shall apply in the following order:

 

1.

Supplier shall give all the needed support at no additional costs to get a solution;

 

and if in the opinion of Supplier no solution can be found in an appropriate time:

 

2.

[*] may revoke made and undelivered Orders for the particular Product type without any further obligations and liabilities;

 

3.

[*] may send back unsold Products of the particular Product type and claim the paid price of the product and the costs of shipment;

 

15.3	Epidemic Failure

 

If an Epidemic Failure should arise, the following regulations shall apply:

 

1.

Supplier commits to perform all the needed support to correct the failure

 

and if in the opinion of Supplier no solution can be found in an appropriate time:

 

2.

[*] may revoke already made and undelivered Orders without any further obligations and liabilities;

 

3.

[*] may send back unsold Products at Supplier’s expense;

 

4.

Supplier shall be responsible for all costs directly arising from the Epidemic Failure, including the cost to correct the failure, replace the defective Handsets with new Handsets and shipping costs.

 

 

If any damage arises as a result of a defect, Supplier shall pay compensation except to the extent it proves that no fault is attributable to it. Supplier shall be liable for any fault, i.e. intent and all degrees of negligence. Liability shall not exceed [*]. Liability for personal injury shall be [*]. Liability for damage to property shall be [*]. Liability for purely pecuniary damage shall be [*].

 

 

Each Party shall be liable for other breaches of the Frame Agreement and the Commercial Agreements (e.g. breach of confidentiality, violation of the obligation to inform the other Party, violation of first call exclusivity, violation of general obligations of loyalty and due diligence), except to the extent the Party proves that no fault is attributable to it. The Parties shall be liable for any fault, i.e. intent and all degrees of negligence. Liability shall not exceed the amount of damages, which have actually arisen. Liability shall be [*]. The compensation for damages caused by a violation of intellectual property rights and breach of first call exclusivity shall [*].

 

 

Each Party shall be liable for any damages arising from failure to meet deadlines or due dates (default), except to the extent it proves that no fault is attributable to it. The Parties shall be liable for any fault, i.e. intent and all degrees of negligence. Liability shall not exceed the amount of damages, which have actually arisen. The liability for default shall be [*].

 

Each Party shall not be liable for loss of goodwill and loss of anticipated savings.

 

No further liability: Any liability other than as provided in this Section 15.4 shall be excluded.

 

15.5	Force Majeure

 

Either Party shall be excused from the performance or punctual performance of any of its obligations under this Frame Agreement in case the performance thereof is prevented or delayed by industrial disputes or any cause beyond the affected Party’s reasonable control which, without in any way limiting the generality of the foregoing, shall include acts of God, riots, wars, accidents, embargos or requisitions (acts of government), or delays in the performance of its subcontractors only if caused by any such circumstances as referred to in this Clause 14.5 Force Majeure. Such obligations shall be extended for a reasonable period.

 

In case of Force Majeure, the affected Party shall promptly notify the other Party in writing and furnish all relevant information thereto.

 

 

16.1

Software

 

The software in the Product(s) may only be used as an integrated part of the Products in selling, marketing and distributing the Products and only in accordance with and for the purpose of this Agreement. [*] is not entitled to distribute, sublicense, copy or otherwise use the software as a standalone product or in any way except as expressly permitted by Supplier in writing.

 

Supplier or any third party, as applicable, shall retain the intellectual property rights for the software. SUPPLIER reserves any and all rights not expressly granted to [*] hereunder.

 

Where third party rights are involved, Supplier represents that it owns the necessary rights to enable [*] to market and sell the Products

 

[*] shall be granted all rights necessary for the sale and distribution of the software with the Product (under this agreement), including the right of sublicensing to the End User as applicable.In addition to the restrictions set forth above, [*] shall not be entitled to, in particular, copy, reproduce, modify, reverse engineer, disassemble, decompile, otherwise attempt to derive source codes from the object of the software nor to damage any software or make such software available to third parties.

 

16.2	Intellectual Property Rights

 

Supplier or any third party, as applicable, shall retain the intellectual property rights for the software. Supplier reserves any and all rights not expressly granted to [*] hereunder.

 

Supplier shall contest at its own cost and risk any third party claims arising from infringements of intellectual property rights and shall hold [*] harmless of all costs and damages awarded against either or both of them. To qualify for such defense and payment of damages, [*] must: (i) give Supplier prompt written notice of such claim; and (ii) allow Supplier to control, and cooperate with IXI in, the defense, settlement, and all related negotiations.

 

Supplier will not be obligated to defend nor shall it be liable for any costs and damages hereunder:

 

a)

if the infringement arises out of modifications of the Products (including software), if made - without prior written consent of Supplier - by [*] or any third party other than Supplier (other than a subcontractor of Supplier), or

 

b)

if the infringement arises out of modifications of the Products (including software) if made by Supplier pursuant to the directions of [*], except for cases where, and only to the extent, the infringement concerns intellectual property rights protected by license or other contracts between Supplier and such 3rd party claiming infringement or

 

c)

if the infringement arises out of modifications of the products including software made by Supplier in order to comply with [*]'s specifications, except for cases where, and only to the extent, the infringement concerns intellectual property rights protected by license or other contracts between Supplier and such 3rd party claiming infringement, or

 

d)

if the infringement arises out of modifications or a combination with or an addition to software or hardware developed or supplied by [*] or with the consent of [*] by a third party (other than a subcontractor of Supplier), or,

 

e)

if the infringement arises out of the manufacturing of Products pursuant to [*]’s specifications and/or requirements, except for cases where, and only to the extent, the infringement concerns intellectual property rights protected by license or other contracts between Supplier and such 3rd party claiming infringement, or

 

f)

if [*] does not comply with the terms of this agreement regarding protection of intellectual property rights.

 

If the Product is likely to, or does, become the subject of a claim of infringement, Supplier will at its option and expense either procure for [*] the right to continue selling the Product or modify the Product to make it non-infringing or replace it with substantially similar non-infringing Product, which will come under this same Agreement. Supplier shall have no liability, and its indemnification obligations hereunder shall cease, if [*] does not replace the infringing Product so modified or replaced by Supplier as per Supplier’s instructions. Supplier will use commercially reasonable efforts to effectuate one of these options, however, if none of the foregoing alternatives is available to Supplier, then Supplier will refund the full purchase price paid to Supplier for those infringing Products returned to Supplier and [*] may terminate this Agreement at its sole discretion.

Section 15.4 and the foregoing provisions state the entire liability of Supplier with respect to infringement of any intellectual property rights by the products or documentation or any parts thereof and is in lieu of all warranties or conditions, express or implied.

 

[*] agrees to defend, indemnify and hold Supplier harmless from and against any and all claims and damages that Supplier may at any time suffer, or incur, or become subject to as a result of or arising from acts of [*], its employees, distributors or agents except for such acts undertaken due to instructions of Supplier. To qualify for such defence and payment of damages, Supplier must: (i) give [*] prompt written notice of such claim; and (ii) allow [*] to control, and cooperate with [*] in, the defence, settlement, and all related negotiations. [*] will not be obligated to defend nor shall it be liable for any costs and damages hereunder if these conditions are not fulfilled. Section 15.4 and the foregoing provision state the entire liability of [*] with respect to infringement of any intellectual property rights by [*] and is in lieu of all warranties or conditions, express or implied.

 

16.3	Trademark and Marking

 

[*] may use the trademark for the Products of Supplier only in connection with (re-) selling and advertising purposes in the Territory. [*] complies with the fact, that each use of the trademark shall serve the benefit of Supplier. If the trademark of Supplier is used, e.g. for copies or for illustration on packages, for advertising material or for other media, [*] shall apply the terms regulating the rights of the use of the trademark, actually provided by Supplier regarding the extent, design, positioning, colouring and other prescriptions of appearance of the trademark. Furthermore every additional use of the trademark of Supplier needs the prior written approval of Supplier.

 

Supplier is not authorised to use the trademarks and marking of [*] in any case without the written consent of [*] such consent not to be unreasonably withheld.

 

 

 

[*] and Supplier have entered into that certain Mutual Nondisclosure Agreement dated [*] between [*] and Supplier, (the “Nondisclosure Agreement”) incorporated herein by this reference. Supplier and [*] hereby ratify and confirm their continuing duties, rights and remedies under the Nondisclosure Agreement which shall continue through the term of this Frame Agreement.

 

 

18.1	Terms and Termination of the Frame Agreement

 

This Frame Agreement shall come into effect when signed by both Parties and shall be valid as of the time of conclusion of the Frame Agreement without a time specified of limitation and termination. Each Party is authorised to terminate as a whole this Frame Agreement with all the Commercial Agreements together by the end of [*] by giving a [*] notice in writing to the other Party. Any provisions of the Frame Agreement and the Commercial Agreements that impose continuing obligations on the Parties shall survive the termination.

 

18.2	Amendments to the Frame Agreement

 

Supplements and amendments to this Frame Agreement, its elements and the Commercial Agreements shall only be valid, if agreed to in writing by both Parties. This also shall apply for the waiver of this provision.

 

18.3	Severability Clause

 

If any provision in the Frame Agreement or the Commercial Agreements is incomplete or legally invalid or not executable for legal reasons, the other provisions shall remain in full force and effect. In such cases the Parties shall agree to replace any void or invalid provisions by legally valid provisions, which are as equivalent as possible to the original provisions in terms of economy.

 

18.4	Assignment of this Frame Agreement

 

Either Party consents to the assignment of this Frame agreement by the other Party to a third party upon a merger, acquisition, purchase of stock, sale of substantially all assets or similar change in control transaction of other Party.

 

 

This Frame Agreement and the Commercial Agreements are governed by the internal substantive laws of [*] to the exclusion of the Vienna Convention on the International Sale of Goods and any conflict of laws principles.

 

The place of jurisdiction shall be [*].

 

	Frame Agreement Supplier
	Page: 21

 

This Frame Agreement document shall be executed in two copies. Each Party shall receive one signed copy.

 

Signatures of the Parties
For Supplier:
/s/
Signature and company stamp (Please write the name of the person signing in CAPITALS)
Place and date:	[*]
For [*]:
[*]			[*]
[*]			[*]
			[*]
Place and date:	[*]		[*]