1. General
    1. Scope
      1. These general terms of sale and purchase (“Terms”) apply to (i) the sale (“Sale”) of products (“Products”) by Drylock Technologies NV, with registered offices at 9240 ZELE, Spinnerijstraat 12 and enregistered in the Crossroads Bank for Enterprises in the Legal Entities Register of GHENT, DENDERMONDE department, under the number 0479.766.057 (“Drylock”) or any person which controls, is controlled by, or is under common control with Drylock (“Affiliates”) to purchaser (“Purchaser”) and (ii) the purchase (“Purchase”) of Products and/or services (“Services”) of supplier (“Supplier”) by Drylock or its Affiliates, following a purchase order (the “Order”) placed by Purchaser/Drylock. For the purpose of these Terms a person is deemed to “control” another person if (i) it owns (directly or indirectly) at least fifty per cent (50%) of the shares or the voting interest in such other person or (ii) it has the right to appoint or dismiss the majority of the directors or equivalent administration, management or supervisory body of such other person).
      2. Article 1 of these Terms applies to both the Sale and Purchase by Drylock. Article 2 of these Terms contains the general terms of Sale by Drylock. Article 3 of these Terms contains the general terms of Purchase by Drylock.
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      1. Intellectual property rights
      2. Purchaser/Supplier acknowledges that it neither has nor shall secure any right or license in or to any of the rights of priority, inventions, designs, copyrights, trademark rights, trade names, trade secret rights, know-how and any other intellectual property or proprietary rights (“Intellectual Property Rights”) owned by Drylock. Title to all such assets, and the right to use same, shall at all times remain vested in Drylock.
      3. Force Majeure
      4. If a party is prevented from performing any of its obligations due to any cause which is beyond the non-performing party’s reasonable control, including by way of example: fire, explosion, flood or other acts of God, war, civil commotion, boycotts, failure of public utilities or common carriers and disruption of the telecommunication network (“Force Majeure Event“), such non-performance by a party will be excused for sixty (60) consecutive calendar days or as long as such event shall be continuing (whichever occurs sooner), provided that the non-performing party gives forthwith written notice to the other party of the Force Majeure Event. Such non-performing party shall exercise all reasonable efforts to eliminate the Force Majeure Event and to resume performance of its affected obligations as soon as practicable. In case of Sale by Drylock, circumstances whereby the extraction, processing and supply of raw materials is influenced to such an extent that execution of the agreement between the parties can only occur with a delay, partially or not at all, measures or prescriptions issued by an administrative authority or government, such as prohibitions on transport, import, export or production, electricity outages, limited supply of raw material on the market, and intervention as a consequence of legislation with regard to obligatory stocks (if an impact on Drylock), strikes and shortage of supplies shall also be a Force Majeure Event. Drylock shall not be liable for any losses, liabilities or damages whatsoever and howsoever arising, suffered by Purchaser arising out of or in connection with a Force Majeure Event.
      5. Confidentiality and Publicity
        1. Purchaser/Supplier shall treat all the information provided by Drylock for or in connection the purchase/delivery of the Products/Services and/or generated, accessed or obtained by Purchaser/Supplier in connection with the purchase/delivery of the Products/Services as confidential information belonging to Drylock, including but not limited to any oral and written communications, information, documents, notes, data or other material in tangible, intangible or electronic form that is generally considered as confidential or is explicitly marked as confidential by Drylock (“Confidential Information”). Purchaser/Supplier agrees that any Confidential Information and all other work product produced in connection with the purchase/delivery of the Products shall only be communicated to Purchaser’s/Supplier’s employees, directors, agents and/or officers who need to know the Confidential Information for the purpose of the purchase/delivery of the Products/Services, and who have or shall be informed by Purchaser/Supplier of the confidential nature of such information, and who are subject to and bound by confidentiality obligations (in written format signed) which substantially reflects the confidentiality provisions of this clause 5.1. Purchaser/Supplier agrees not to disclose any Confidential Information to any third party save as authorized in writing by Drylock. Purchaser/Supplier undertakes, at Drylock’s option, promptly upon Drylock’s request: (i) to deliver to Drylock the Confidential Information or (ii) to destroy the Confidential Information and certify Drylock in writing such destruction. Purchaser’s/Supplier’s confidentiality obligations detailed in these Terms shall survive and be deemed to continue for a period of five (5) years after the delivery of the Products/Services.
        2. Without the prior written consent of Drylock, Purchaser/Supplier shall not make any broadcast, press release, advertisement, public disclosure or other public announcement or statement with respect the production or the delivery of the Products/Services or the relationship between Drylock (including its Affiliates) and Purchaser/Supplier, including, the use of Drylock’s name, hallmark or trademark in advertisements, marketing materials, press releases or other documentation or announcements. Purchaser/Supplier shall not photograph or videotape at Drylock’s premises without Drylock’s prior express written consent.
      6. Termination
        1. Drylock may terminate the Order and the underlying agreement without prior court intervention upon thirty (30) calendar days written notice of termination to Purchaser/Supplier in the event of a breach by Purchaser/Supplier of its obligations and the breach is incurable or remains uncured at the end of thirty (30) calendar days following the date of notice.
        2. Drylock may in addition terminate the Order and the underlying agreement immediately upon written notice without prior court intervention if Purchaser/Supplier (i) commits any unlawful, fraudulent or deceptive acts or practices or criminal misconduct in the performance of its obligations; (ii) breaches its obligations with respect to an environmental, health or safety requirement; (iii) ceases or threatens to cease to trade; (iv) becomes or is deemed insolvent, or is unable to pay its debts as they fall due; (v) has a receiver or manager, administrator or administrative receiver appointed; (vi) makes any compromise or arrangement with its creditors or a petition is filed, a notice is given, a resolution is passed, or an order is made, for its dissolution or liquidation (other than for the purpose of solvent amalgamation of reconstruction); (vii) takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction or (viii) its creditors seek relief under any bankruptcy or insolvency law.
        3. Termination in accordance with this clause 6 shall not prejudice any of Drylock’s or Purchaser’s/Supplier’s rights and remedies that have accrued as of the termination date.
      7. Transfer of Agreement and Subcontracting
        1. Drylock can assign its contractual rights or obligations or any part of it, or subcontract the performance of its obligations, to any of its Affiliates or a third party. Purchaser/Supplier shall not be entitled to assign its contractual rights or obligations or any part of it without the prior written consent of Drylock. Purchaser/Supplier shall not, in whole or in part, subcontract the performance of all or any of its obligations, except with the prior written consent of Drylock.
      8. Miscellaneous
        1. These Terms shall not be amended without the prior written consent of both parties.
        2. No failure, delay or indulgence given by Drylock in exercising any of its rights or remedies shall be deemed to be a waiver of that right or remedy nor shall it operate to bar the exercise or enforcement of it at any time(s) thereafter.
        3. None of the terms endorsed upon, delivered with or contained in any of Purchaser’s/Supplier’s documents (including quotations, requests for quotation, invoices, orders, price lists, receipts and specifications) shall be binding on Drylock or shall modify or supplement the Terms, regardless of any provision to the contrary in such documents, and Purchaser/Supplier waives any right which it otherwise might have to rely on such terms and acknowledges that any terms in any of its documents shall have no force or effect.
        4. If any provision or part-provision of these Terms shall be judged invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. The remaining provisions and portions of the agreement shall remain in full force and effect.
      9. Governing Law and Dispute Resolution
        1. These terms are governed by the laws of Belgium, excluding the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) and the Belgian conflict of law principles.
        2. Any dispute, controversy or claim arising under shall be adjudicated exclusively by the courts of DENDERMONDE (BELGIUM).