Common use of MISCELLANEOUS Clause in Contracts

MISCELLANEOUS. a) Any notice required or permitted to be given by either party to the other under these GTC shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. b) No waiver by Xxxxxxxxx of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Any purported waiver by Xxxxxxxxx will be void and ineffective unless it is in writing and signed by a properly authorized Representative of Sartorius. c) If individual provisions of these GTC are or become fully or partially ineffective, the remaining provisions of the GTC shall not be affected thereby. This also applies if an unintended omission is found in the Agreement. A fully or partially ineffective provision shall be replaced or an unintended omission in the GTC shall be filled by an appropriate provision which, as far as is legally possible, most closely approximates to the original intention of the contractual parties or to what they would have intended according to the meaning and purpose of these GTC had they been aware of the ineffectiveness or omission of the provision(s) in question. d) This Agreement will be governed by and construed in accordance with the laws of Argentina. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable to this Agreement. In the event the Customer is located in Argentina, any disputes under this Agreement must be brought before the local courts of the registered office of Sartorius, and the Parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Furthermore, Sartorius shall be entitled at its discretion to assert its own claims at the Customer’s place of jurisdiction. After a lawsuit has been filed, the Customer shall be limited, on the basis of his or her own rights and claims, to bring a counterclaim before the particular court before which the original action has been brought or to offset his or her own claim against the claim lodged in said action before the court. In the event the Customer is located outside Argentina, all dispute, controversy or claim arising out of or relating to this Agreement or its validity shall be finally settled according to the ICC Rules of Conciliation and Arbitration without recourse to the ordinary courts of law (except as regards interlocutory relief). The place of arbitration is the place of the registered office of Sartorius. Sartorius shall be entitled at its discretion to assert its own claims at the place of the registered office of the Customer. The arbitral proceedings are to be held in the English language. e) Each party undertakes that it will keep any Confidential Information confidential and it will not (i) use or disclose the other Party’s Confidential Information to any persons except that it may disclose such Confidential Information to any of its Representatives who need to know the same for the purposes of performing any obligation under this Agreement, provided that such party must ensure that each Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were a party; (ii) disclose any Confidential Information as may be required by law, any court or governmental regulatory or supervisor authority or any other authority of competent jurisdiction.

MISCELLANEOUS. a) Any notice required or permitted to be given by either party to the other under these GTC shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. b) No waiver by Xxxxxxxxx of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Any purported waiver by Xxxxxxxxx will be void and ineffective unless it is in writing and signed by a properly authorized Representative of Sartorius. c) If individual provisions of these GTC are or become fully or partially ineffective, the remaining provisions of the GTC shall not be affected thereby. This also applies if an unintended omission is found in the Agreement. A fully or partially ineffective provision shall be replaced or an unintended omission in the GTC shall be filled by an appropriate provision which, as far as is legally possible, most closely approximates to the original intention of the contractual parties or to what they would have intended according to the meaning and purpose of these GTC had they been aware of the ineffectiveness or omission of the provision(s) in question. d) This Agreement will be governed by and construed in accordance with the laws of ArgentinaSpain. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable to this Agreement. In the event the Customer is located in Argentinathe European Union or UK, any disputes under this Agreement must be brought before the local courts of the registered office of Sartorius, and the Parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Furthermore, Sartorius shall be entitled at its discretion to assert its own claims at the Customer’s place of jurisdiction. After a lawsuit has been filed, the Customer shall be limited, on the basis of his or her own rights and claims, to bring a counterclaim before the particular court before which the original action has been brought or to offset his or her own claim against the claim lodged in said action before the court. In the event the Customer is located outside Argentinathe European Union or UK, all dispute, controversy or claim arising out of or relating to this Agreement or its validity shall be finally settled according to the ICC Rules of Conciliation and Arbitration without recourse to the ordinary courts of law (except as regards interlocutory relief). The place of arbitration is the place of the registered office of Sartorius. Sartorius shall be entitled at its discretion to assert its own claims at the place of the registered office of the Customer. The arbitral proceedings are to be held in the English language. e) Each party undertakes that it will keep any Confidential Information confidential and it will not (i) use or disclose the other Party’s Confidential Information to any persons except that it may disclose such Confidential Information to any of its Representatives who need to know the same for the purposes of performing any obligation under this Agreement, provided that such party must ensure that each Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause Section as if it were a party; (ii) disclose any Confidential Information as may be required by law, any court or governmental regulatory or supervisor authority or any other authority of competent jurisdiction. Xxxxxxxxx may, and the Customer hereby acknowledges and agrees, use and exploit residuals for any purpose after the return or destruction of Customer’s Confidential Information without breach of its confidentiality obligations hereunder. As used herein, residuals shall mean information of any intangible form, including but not limited to ideas, concepts, techniques and/or understandings retained in the unaided memory of Xxxxxxxxx’ Representatives as a result of their review, evaluation and testing of the Customer’s Confidential Information. f) Orders are not assignable or transferable, in whole or in part, without the express written consent of Xxxxxxxxx. g) Any marketing, promotion or other publicity material, whether written or in electronic form, that refers to Sartorius, its Affiliates, its Goods, Services,, or to these GTC must be approved by Sartorius prior to its use or release. h) Sartorius, or its Affiliates, is the owner of certain proprietary brand names, trademarks, trade names, logos and other Intellectual Property. Except as otherwise expressly permitted by Xxxxxxxxx, no use of Xxxxxxxxx's or its Affiliates' brand names, trademarks, trade names, logos or other intellectual property is permitted, nor the adoption, use or registration of any words, phrases or symbols so closely resembling any of Sartorius’ or its Affiliates' brand names, trademarks, trade names, logos or other intellectual property as to be apt to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by Sartorius of a third party’s products or services. i) Nothing in this Agreement shall be deemed to constitute a partnership between the parties or to make either party the agent of the other party for any purpose. Furthermore, each of the parties shall remain solely responsible for its own acts, statements, engagements, performances, products (in the case of Xxxxxxxxx subject to the other terms of these GTC in relation to the Goods and Services), and personnel. j) Nothing in this document is intended to create any rights in third parties against Sartorius. If Customer is purchasing Goods from Sartorius, the following provisions shall exclusively apply in relation to the sale of Goods, and Goods only, in addition to the provisions of Part I of these GTC:

MISCELLANEOUS. a) Any notice required or permitted to be given by either party to the other under these GTC shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. b) No waiver by Xxxxxxxxx of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Any purported waiver by Xxxxxxxxx will be void and ineffective unless it is in writing and signed by a properly authorized Representative of Sartorius. c) If individual provisions of these GTC are or become fully or partially ineffective, the remaining provisions of the GTC shall not be affected thereby. This also applies if an unintended omission is found in the Agreement. A fully or partially ineffective provision shall be replaced or an unintended omission in the GTC shall be filled by an appropriate provision which, as far as is legally possible, most closely approximates to the original intention of the contractual parties or to what they would have intended according to the meaning and purpose of these GTC had they been aware of the ineffectiveness or omission of the provision(s) in question. d) This Agreement will be governed by and construed in accordance with the laws of ArgentinaNew York, excluding its provisions governing conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable to this Agreement. In the event the Customer is located in Argentinathe Commonwealth of Puerto Rico, the United States of America or the Commonwealth of Puerto Rico, any disputes under this Agreement must be brought before the local courts of the registered office of Sartorius, and the Parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Furthermore, Sartorius shall be entitled at its discretion to assert its own claims at the Customer’s place of jurisdiction. After a lawsuit has been filed, the Customer shall be limited, on the basis of his or her own rights and claims, to bring a counterclaim before the particular court before which the original action has been brought or to offset his or her own claim against the claim lodged in said action before the court. In the event the Customer is located outside Argentinathe Commonwealth of Puerto Rico, the United States of America or the Commonwealth of Puerto Rico, all dispute, controversy or claim arising out of or relating to this Agreement or its validity shall be finally settled according to the ICC Rules of Conciliation and Arbitration without recourse to the ordinary courts of law (except as regards interlocutory relief). The place of arbitration is the place of the registered office of Sartorius. Sartorius shall be entitled at its discretion to assert its own claims at the place of the registered office of the Customer. The arbitral proceedings are to be held in the English language. e) Each party undertakes that it will keep any Confidential Information confidential and it will not (i) use or disclose the other Party’s Confidential Information to any persons except that it may disclose such Confidential Information to any of its Representatives who need to know the same for the purposes of performing any obligation under this Agreement, provided that such party must ensure that each Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause Section as if it were a party; (ii) disclose any Confidential Information as may be required by law, any court or governmental regulatory or supervisor authority or any other authority of competent jurisdiction.

MISCELLANEOUS. a) Any notice required or permitted to be given by either party to the other under these GTC shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. b) No waiver by Xxxxxxxxx of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Any purported waiver by Xxxxxxxxx will be void and ineffective unless it is in writing and signed by a properly authorized Representative of Sartorius. c) If individual provisions of these GTC are or become fully or partially ineffective, the remaining provisions of the GTC shall not be affected thereby. This also applies if an unintended omission is found in the Agreement. A fully or partially ineffective provision shall be replaced or an unintended omission in the GTC shall be filled by an appropriate provision which, as far as is legally possible, most closely approximates to the original intention of the contractual parties or to what they would have intended according to the meaning and purpose of these GTC had they been aware of the ineffectiveness or omission of the provision(s) in question. d) This Agreement will be governed by and construed in accordance with the laws of ArgentinaMexico. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable to this Agreement. In the event the Customer is located in ArgentinaMexico, any disputes under this Agreement must be brought before the local courts of the registered office of Sartorius, and the Parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Furthermore, Sartorius shall be entitled at its discretion to assert its own claims at the Customer’s place of jurisdiction. After a lawsuit has been filed, the Customer shall be limited, on the basis of his or her own rights and claims, to bring a counterclaim before the particular court before which the original action has been brought or to offset his or her own claim against the claim lodged in said action before the court. In the event the Customer is located outside ArgentinaMexico, all dispute, controversy or claim arising out of or relating to this Agreement or its validity shall be finally settled according to the ICC Rules of Conciliation and Arbitration without recourse to the ordinary courts of law (except as regards interlocutory relief). The place of arbitration is the place of the registered office of Sartorius. Sartorius shall be entitled at its discretion to assert its own claims at the place of the registered office of the Customer. The arbitral proceedings are to be held in the English language. e) Each party undertakes that it will keep any Confidential Information confidential and it will not (i) use or disclose the other Party’s Confidential Information to any persons except that it may disclose such Confidential Information to any of its Representatives who need to know the same for the purposes of performing any obligation under this Agreement, provided that such party must ensure that each Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause Section as if it were a party; (ii) disclose any Confidential Information as may be required by law, any court or governmental regulatory or supervisor authority or any other authority of competent jurisdiction. Xxxxxxxxx may, and the Customer hereby acknowledges and agrees, use and exploit residuals for any purpose after the return or destruction of Customer’s Confidential Information without breach of its confidentiality obligations hereunder. As used herein, residuals shall mean information of any intangible form, including but not limited to ideas, concepts, techniques and/or understandings retained in the unaided memory of Xxxxxxxxx’ Representatives as a result of their review, evaluation and testing of the Customer’s Confidential Information. f) Orders are not assignable or transferable, in whole or in part, without the express written consent of Xxxxxxxxx. g) Any marketing, promotion or other publicity material, whether written or in electronic form, that refers to Sartorius, its Affiliates, its products, Goods, Services, or to these GTC must be approved by Sartorius prior to its use or release. h) Sartorius, or its Affiliates, is the owner of certain proprietary brand names, trademarks, trade names, logos and other Intellectual Property. Except as otherwise expressly permitted by Sartorius, no use of Xxxxxxxxx's or its Affiliates' brand names, trademarks, trade names, logos or other intellectual property is permitted, nor the adoption, use or registration of any words, phrases or symbols so closely resembling any of Sartorius’ or its Affiliates' brand names, trademarks, trade names, logos or other intellectual property to be apt to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by Sartorius of a third party’s products or services. i) Nothing in this Agreement shall be deemed to constitute a partnership between the parties or to make either party the agent of the other party for any purpose. Furthermore, each of the parties shall remain solely responsible for its own acts, statements, engagements, performances, products (in the case of Xxxxxxxxx subject to the other terms of these GTC in relation to the Goods and Services), and personnel. j) Nothing in this document is intended to create any rights in third parties against Sartorius. If Customer is purchasing Goods from Sartorius, the following provisions shall exclusively apply in relation to the sale of Goods, and Goods only, in addition to the provisions of Part I of these GTC: