These General Terms and Conditions (“GTCs”) shall apply to any equipment agreement entered into between any legal entity of CEVA and the CUSTOMER. The Exhibits mentioned herein but not attached to the GTCs are deemed to be incorporated by reference and are provided as part of the agreement duly signed by the Customer.
- Subject of the Agreement
CEVA hereby rents to CUSTOMER and CUSTOMER hereby rents from CEVA the equipment detailed in Exhibit A together with all parts, additions, accessories,and other materials incorporated therein and/or affixed thereon during the Rental Term (the “Equipment”), at the Rent set forth in the Commercial Terms.
- Payment
2.1.The Parties agree that value-added tax (VAT) shall be added to the Rent as well as to any costs as it is prescribed by the current regulations, or if it is permitted on the basis of CEVA’s declaration on paying value-added tax.
2.2 In addition to Rent, CUSTOMER shall reimburse CEVA for all sales taxes levied upon or as sessed against the Rent, including, without limitation, any federal, state, local, municipal or other sales tax. CEVA shall invoice CUSTOMER for such amounts and shall provide CUSTOMER with reasonable supporting documentation evidencing the amount CEVA has paid or is then due.
- Terms of delivery and installation process
3.1. CEVA shall arrange and be responsible for shipment and delivery of the Equipment CIP delivery address by CEVA (Incoterms® 2020 – ICC).
CEVA shall obtain insurance covering physical damage and losses sustained by cargo during transportation until delivery according to the above Incoterm.
Such insurance cover shall include (i) regarding ordinary risks, all risks as per French or ICC London forms at the insured’s option (ii) regarding war risks, extended cover (warehouse to warehouse) as per French or ICC London war and strike clauses at the insured’s option.
The anticipated date of shipment of the Equipment indicated in the Commercial Terms is given in good faith but is only an estimate and CEVA shall not be liable for any failure to ship the Equipment on any date so given.
CUSTOMER shall be responsible for unloading the Equipment upon arrival at the Facility, and placing the Equipment in the proper location within the Facility, it being specified that such steps shall be carried out by CUSTOMER in accordance with professional standards.
Without limiting the obligation and responsibility of CUSTOMER under the above provisions, guidelines for the unloading and handling of the Equipment are attached as Exhibit B.
CUSTOMER undertakes to inspect the Equipment and notify to CEVA any damage to the Equipment in accordance with the procedure of reception of the Equipment attached as Exhibit B.
3.2. CUSTOMER shall provide qualified personnel, including welders, mechanics, electricians and maintenance technicians, in sufficient quantity and as may be reasonably necessary, to position, mount and install the Equipment at the Facility in accordance with professional standards. CUSTOMER agrees that such employees shall be competent and technically qualified to carry out such actions.
Although the Equipment will be installed by CUSTOMER’s personnel, CEVA’s personnel together with personnel from CEVA’s affiliate, Egg-Chick Automated Technologies (“ECAT”), will supervise and oversee the installation and commissioning of the equipment. In case CEVA’s supervisor has reasonable grounds to consider that one of the technicians provided by CUSTOMER referred to above is not sufficiently qualified to carry out the tasks assigned to him, CEVA may ask CUSTOMER to replace such person without undue delay. CUSTOMER shall notify CEVA timely of planned installation schedule, so that CEVA’s personnel may be on site to supervise and oversee the installation and commissioning of the Equipment.
It is specified that CUSTOMER shall remain fully responsible for any damage, including without limitation any damage to the Equipment, resulting from the non-compliance by CUSTOMER with CEVA and/or ECAT’s instructions and/or any negligence from CUSTOMER’s employees.
CUSTOMER shall supply all electricity, cleaning chemicals and materials, other utilities, consumables (including chicks) and personnel necessary to operate, test and commission the Equipment.
3.3 During installation and commissioning of the Equipment, CEVA, either directly or through ECAT or its agents, will provide training to a minimum of two of CUSTOMER’s employees on the proper use, operation and routine maintenance of the Equipment. During the Rental Term, CEVA may provide additional training on the use, operation, maintenance and troubleshooting of the Equipment as CEVA and CUSTOMER may agree upon from time to time.
- Commissioning
4.1 Following installation of the Equipment, CEVA and, if required, a representative from ECAT, shall adjust the Equipment such that it operates in accordance with the technical specifications set forth in Exhibit A (the “Technical Specifications”) attached hereto. The Equipment will be deemed fully commissioned and accepted by CUSTOMER on the date (the “Equipment Commissioning Date”) that the Equipment passes the site acceptance tests (“SAT”) pursuant to the protocol, attached in Exhibit C. CEVA, either directly or through ECAT or its agents, shall notify CUSTOMER when it intends to test the Equipment for conformance with the SAT protocol and CUSTOMER’s personnel may attend such tests. Upon successful completion of the SAT, the Parties shall sign a certificate of acceptance substantially in the form set forth in Exhibit D (“Certificate of Acceptance”), which shall establish the Equipment Commissioning Date.
4.2 In order to facilitate the orderly installation and commissioning of the Equipment, CEVA shall keep CUSTOMER reasonably informed of (i) the date the Equipment is shipped, (ii) the anticipated date the Equipment will be delivered, and (iii) the anticipated date that the SAT will be performed.
4.3 If the tests show the Equipment are not in accordance with the Technical Specifications, CEVA shall, directly or through ECAT, without delay remedy any deficiencies in order to ensure that the Equipment complies with such Technical Specifications. New tests shall then be arranged by the Parties at the Facility, unless the deficiency was insignificant to the extent that it does not prevent commissioning of the Equipment. CEVA shall bear all costs for new tests carried out.
- Usage and Maintenance of the Equipment
Use. CUSTOMER shall use and operate the Equipment in a manner consistent with the operating manual for each piece of Equipment and consistent with CEVA’s instructions and training.
To the extent an Egginject is included in the list of Equipment, CUSTOMER acknowledges that the Equipment was designed to be used with water based vaccines. In this regard, CUSTOMER agrees that CEVA shall approve any product envisaged to be used with the Equipment prior to such use, so that CEVA may ensure that such product is not likely to present a risk of damage to the Equipment. In this regard, CUSTOMER agrees to provide CEVA any information requested by CEVA in order to carry out such evaluation. CUSTOMER acknowledges that CEVA may refuse the use of a product with the Equipment, provided that such refusal is justified by technical reasons.
Notwithstanding the above, it is specified that the use of any product with the Equipment shall be made under CUSTOMER’s own responsibility, even if CEVA approved the use of such product.
CUSTOMER shall furnish all utilities, equipment and supplies necessary for the proper operation and cleaning of the Equipment. CUSTOMER shall only allow those employees of CUSTOMER that are qualified and have been properly trained in the operation and use of the Equipment to operate the Equipment. CUSTOMER shall not remove any safety guards from the Equipment, and, except with CEVA’s prior written consent or direction, otherwise modify the Equipment. CUSTOMER will protect the Equipment from damage, abuse and deterioration, other than ordinary wear and tear, including keeping the Facility where the Equipment is located sanitary and maintained. Further, CUSTOMER shall not, and will not permit any person to, disturb, manipulate or otherwise alter any counter or indicator that evidence the hours the Equipment has operated, the number of eggs processed using the Equipment or any other indication of the Equipment’s use or performance.
5.1.1 CUSTOMER will use the Equipment only in the conduct of its routine business operations, and, in any event, in compliance with all applicable laws, rules and regulations. Further, CUSTOMER will operate the Equipment using only those setter trays and hatchery baskets for which the Equipment was configured. The Equipment shall not be moved from the Facility where the Equipment is installed without CEVA’s prior written consent.
5.1.2 Notwithstanding CEVA’s service obligations contained in Section 5.2, CUSTOMER warrants and covenants that it will, at its own cost, keep the Equipment in a clean and orderly condition, and will perform daily and routine maintenance and cleaning as described in Exhibit E.
In this regard, CUSTOMER shall appoint one employee who will be primarily responsible for cleaning and maintaining the Equipment on a daily and weekly basis. Further, CUSTOMER shall appoint one employee to be “back-up” who will be in charge of weekly maintenance and cleaning if the employee primarily responsible for such activity is not available during a given week. Such employees shall be trained by CEVA in accordance with Section 3.3 above. CUSTOMER will not utilize any third party to service or maintain the Equipment or use any replacement parts not supplied or approved by CEVA without CEVA’s prior written consent.
5.1.3 CUSTOMER shall meet CEVA’s utility requirements (e.g levels of bacteria and other contaminants sufficiently low, sufficient electrical power and compressed dry air available) as detailed in Exhibit F.
In case of in ovo vaccination, CEVA shall not bear any responsibility in case of the Hatchery performances degradation due to biological parameters such as but not limited to embryo development variation, low egg shell quality, high levels of bacteria, mould, fungus and other contaminants. However, as part of the C.H.I.C.K. Program services as detailed in Exhibit H, CEVA will actively support CUSTOMER in order to control the biological parameters that impact in the ovo vaccination process.
CUSTOMER acknowledges the Equipment is the full property of CEVA and agrees that it is a material condition of the Agreement that CUSTOMER uses the Equipment under its full liability and will indemnify and hold CEVA harmless of all damage caused to the Equipment by its employees or consultants.
5.2 Equipment Performance Services. Following the Equipment Commissioning Date, CEVA shall, directly or through its affiliates and agents, provide CUSTOMER with the maintenance services and technical support as described below.
5.2.1 Maintenance of the Equipment: CEVA shall provide a minimum of maintenance and services visits per year to monitor and keep the Equipment operating according to the Technical Specifications.
During each visit, the main functionalities of the Equipment will be verified by Ceva and adjusted in accordance with the Exhibit G. The necessary repairs and maintenance will be carried out, provided that the necessary spare parts are available on the site.
The spare parts necessary for the regular maintenance of the Equipment shall be provided by CEVA. It is specified that the stock of spare parts used for the maintenance of the Equipment stored on CUSTOMER’s site shall remain the property of CEVA. Any damage caused by the improper handling or negligence of CUSTOMER is not covered by this Agreement and any necessary spare parts may be invoiced to CUSTOMER.
Additionally, CEVA shall provide telephone support during its normal operating hours to assist CUSTOMER in troubleshooting issues and regular maintenance of the Equipment. CEVA is entitled to perform the necessary maintenance works, repairs and works on the Equipment with the aim of preventing or eliminating defects or other harms.
For a reason requiring immediate action, CUSTOMER hereby agrees that CEVA enters CUSTOMER’s premises where the Equipment is installed at any time. CEVA and ECAT, their employees or agents, commit to comply with the safety and confidentiality regulations of CUSTOMER in CUSTOMER’s premises, provided that CUSTOMER has previously made them available to CEVA in writing.
CUSTOMER acknowledges that the necessary maintenance works, repairs may disturb the activity of CUSTOMER, and CEVA shall endeavor to minimize the effects of these works. CUSTOMER undertakes to cooperate with CEVA in order to facilitate the quick and professional execution of these works.
5.2.2 C.H.I.C.K. Program Services. In addition to the maintenance of the Equipment as described in Section 5.2.1 above, services of CEVA’s C.H.I.C.K. Program as described in Exhibit H will be provided by CEVA. Cost of those services is included in the Rent.
5.2.3 CUSTOMER must ensures the connection of the equipment to ensures the data transfer for extra services (Maintenance, Connected CHICK Program…). The data collected from Equipment remains CEVA property and will accessible to CUSTOMER via specific services including Connected C.HI.C.K. Program.
6 – Warranty – Liability and Insurance
6.1. Warranty:
6.1.1 CUSTOMER represents, warrants and covenants to CEVA as follows:
- this Agreement and CUSTOMER’s performance of its duties and obligations herein do not conflict with any organizational document, any agreement with any third party, or with any statute, judgment, decree, rule or regulation binding upon CUSTOMER;
- all financial information previously and in the future delivered to CEVA by or on behalf of CUSTOMER, including, without limitation, the volume of eggs processed at the Facility, and any statements and information submitted in writing to CEVA in connection with this Agreement or otherwise, are and will be true and correct and fairly present the financial condition and operations of CUSTOMER for the periods involved;
- CUSTOMER accepts the Equipment in the condition as inspected upon the hand-over and signing by CUSTOMER of the Certificate of Acceptance;
- CUSTOMER has received sufficient information regarding the Equipment and is satisfied that the Equipment will be suitable for CUSTOMER’s intended purpose;
- The Facility avails of all appropriate authorizations, registrations and licenses and CUSTOMER shall carry out its activities, operate the Facility and the Equipment in compliance with all applicable laws, rules and regulations ;
- the Equipment will be used solely in the conduct of CUSTOMER’s business and will remain in the Facility where installed, unless CUSTOMER obtains CEVA’s prior written consent, and CUSTOMER has completed all notifications, filings, recordings and other actions in such new location as CEVA may reasonably request to protect CEVA’s ownership interest in the Equipment; and
- there are no pending or threatened actions or proceedings before any court or administrative agency which materially adversely affect CUSTOMER’s financial condition or operations, and all credit, financial and other information provided by or on behalf of CUSTOMER is, and all such information hereafter furnished will be, true, correct and complete in all material respects.
6.1.2. CEVA represents, warrants and covenants to CUSTOMER as follows that, on the Equipment Commissioning Date, the Equipment shall health with the Technical Specifications and shall be free from defects and deficiencies in materials and workmanship.
6.1.3.EXCEPT FOR THOSE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH HEREIN, CEVA HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR COVENANT ABOUT FITNESS FOR ANY PARTICULAR PURPOSE, INFRINGEMENT ON THE INTELLECTUAL PROPERTY OF ANY THIRD-PARTY, AND/OR SUITABILITY OF THE EQUIPMENT FOR CUSTOMER’S PURPOSES OR USES, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT, AND THE PARTIES DISCLAIM THE SAME. ALL WARRANTIES IMPLIED BY LAW AND BENEFITS ASSOCIATED THEREWITH ARE HEREBY WAIVED.
6.2. Liability:
CUSTOMER will defend, indemnify and hold harmless CEVA from and against any and all damages, claims, demands, suits or liability arising from the negligence or intentional misconduct of CUSTOMER, its agents or employees when using the Equipment, or the breach by CUSTOMER of any of the warranties or obligations under this Agreement.
Without limiting the generality of the foregoing, CUSTOMER shall be liable for any loss or damage to the Equipment caused by its employees and will hold CEVA harmless.
CEVA will defend, indemnify and hold harmless CUSTOMER from and against any and all claims, demands, suits or liability arising from the negligence or intentional misconduct of CEVA and/or a defect of the Equipment. This shall not apply when the cause, in whole or in part, on any such liability, loss or expense rests on the intentional misconduct or negligence of CUSTOMER.
EXCEPT UNDER THE PROVISIONS OF SECTION 7.3.2, IN NO EVENT OR CIRCUMSTANCE WILL A PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFIT, LOSS OF USE, ANTICIPATED SAVINGS, OR FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. FURTHER, IN NO EVENT WILL CEVA’S LIABILITY TO CUSTOMER EXCEED THE SUM OF ALL RENTS AND FEES RECEIVED BY CEVA DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.
6.3. Insurance:
6.3.1 CUSTOMER’s insurance obligation
During the term of the Agreement, CUSTOMER shall, at its own expense, obtain and maintain:
- a general liability insurance in an amount at least equal to EUR 1,000,000 covering bodily injury, damage to property (including Goods in care and custody clauses) and accidental environmental damage. Such insurance shall be obtained with a well-known insurance company acceptable by CEVA. CUSTOMER shall furnish to CEVA, upon signing of the Agreement, a certificate of insurance evidencing compliance with the requirements of this Section. Such certificate of insurance shall be attached as Exhibit H;
- a damage to property insurance covering damage to any property owned by CUSTOMER due to fire, flood, theft and natural disaster.
6.3.2 In the event of a disaster, CUSTOMER shall immediately take the necessary measures to protect the Equipment and limit the damage and inform CEVA immediately and accordingly. Above insurance must be taken out with an insurance company approved by the competent authorities of the country of the head office of CUSTOMER for the guarantees it provides.
6.3.3 CEVA’s insurance obligation
During the term of the Agreement, CEVA agrees to obtain and maintain :
- a general liability insurance ;
- a damage to property insurance covering damage to the Equipment due to theft, fire, flood and natural disasters.
Insurances must be taken out with an insurance company approved by the competent authorities of the country of the head office of CEVA for the guarantees it provides.
6.3.4 Waiver of recourse
CUSTOMER is committed to waive all recourse and claims against CEVA in case of damage caused by the Equipment to the premises of CUSTOMER during the term of the Agreement, except if such damage is caused by willful act, omission or intentional misconduct of CEVA.
7 – Termination of the Agreement
7.1. Termination of the Agreement on the Expiry Date:
This Agreement shall become effective upon the Effective Date and shall terminate on the Expiry Date (as this term is defined below). This Agreement shall terminate on the Expiry Date of the Rental Term (the “Expiry Date”). On the Expiry Date of the Rental Term (the “Expiry Date”), CUSTOMER shall return the Equipment to CEVA in operating condition as set forth in Section 7.3.
Notwithstanding the above, in the event where upon the Expiry Date, CUSTOMER expresses its will to (i) further extend the initial Rental Term of the Agreement or (ii) purchase the Equipment, CUSTOMER shall so inform Ceva no later than three (3) months before the Expiry Date of this Agreement. In such case, Ceva agrees to discuss in good faith with CUSTOMER with a view to reach a mutually acceptable agreement. It is however specified that the above provision does not oblige either Party to enter into any further agreement.
7.2 Early termination of the Agreement for cause:
7.2.1 In the event that one Party shall in any material respect fail to comply with any of its obligations hereunder, and such breach is not resolved within ninety (90) days of a formal notice to comply sent to the defaulting Party by registered letter with return receipt requested, the non defaulting Party may terminate the Agreement.
In the event where the considered termination is at CUSTOMER’s initiative, CUSTOMER agrees to make its best efforts to cooperate with CEVA and provide CEVA, during the ninety (90) days period (referred to above) given to CEVA to remedy to the alleged non-conformity, with all reasonable information that may be requested by CEVA necessary to remedy to such non-conformity.
7.2.2 Notwithstanding the above, CEVA is entitled to terminate the Agreement with immediate effect in the following cases:
- CUSTOMER is in default with the payment of the Rent by more than two (2) months;
- CUSTOMER uses the Equipment contradictory to the provisions of this Agreement or for another purpose then agreed, or seriously impairs the rights of CEVA, or CUSTOMER jeopardizes the Equipment by misuse or negligence.
- the Equipment does not pass the SAT.
- a liquidation, a bankruptcy or a voluntary winding up or foreclosure procedure has been initiated against CUSTOMER, it being provided that CUSTOMER shall immediately notify CEVA of such events.
7.3. Consequences of the termination of the Agreement:
7.3.1 Return of the Equipment.
Upon termination of the Agreement, CUSTOMER will return the Equipment to CEVA in the same condition as the Equipment was in as of the delivery of the Equipment, reasonable wear and tear, casualty and condemnation damage, and approved alterations excepted.
CUSTOMER and its personnel will reasonably facilitate the removal and shipment of the Equipment, and CEVA will use reasonable measures to ensure that its removal of the Equipment does not adversely impact the Facility or CUSTOMER’s continued operation of the Facility.
Equipment removal and shipment shall be at CEVA’s cost and expense; provided that if CEVA terminates this Agreement in accordance with Section 7.2, CUSTOMER shall be responsible for CEVA’s cost of reclaiming, removing, and shipping the Equipment to a location designated by CEVA and CEVA’s reasonable costs of restoring the Equipment to the condition it was in on the Equipment Commissioning Date (ordinary wear and tear excluded).
As long as the Equipment has not been returned as set forth in this Agreement, CUSTOMER shall pay a rental fee to CEVA in an amount of at least the double of the Rent.
7.3.2 Termination Fee in case of early termination
CUSTOMER acknowledges that the Equipment is tailor-made Equipment manufactured in order to meet the Technical Specifications agreed with CUSTOMER. In this regard, CEVA will not recover its investment if CUSTOMER terminates this Agreement prior to the Expiry Date of the Rental Term.
As a consequence, in case of CUSTOMER wants to terminate the Contract prior to its Expiry Date and this early termination is not justified by CEVA’s material breach of this Agreement according to the conditions of Section 8.2 above, CUSTOMER shall notify to CEVA its intent to terminate the Agreement in advance by registered letter with return receipt requested at least (6) six months before the inteded termination date and CUSTOMER shall pay CEVA a sum equal to seventy percent (70%) of the total amount o all Rents (without rebate) remaining due by CUSTOMER to CEVA for the period between the effective date of termination of the Agreement and the Expiry Date (the “Termination Fee”).
The Parties acknowledge that the Termination Fee is not, and shall not be construed as a penalty. Rather, the Termination Fee is an agreed upon liquidation of the anticipated damages CEVA will incur if the Agreement is terminated earlier for CUSTOMER’s convenience.
The Termination Fee shall be paid by CEVA to CUSTOMER within eight (8) days as from CEVA’s invoice date.
8 – Confidentiality
As used in this Section 8, “Confidential Information” means any information, technology, data or know-how of a proprietary or confidential nature relating to a Party’s business or operation, including, without limitation, confidential information related to the Equipment, including the Equipment’s configuration, assemblage, and operating parameters; CEVA’s business, business plans, knowhow and each Party’s duties and obligations under this Agreement.
Except as permitted under this Agreement, each Party shall hold in strict confidence the Confidential Information supplied to it (the “Receiving Party”) by the other Party (the “Disclosing Party”) and shall not divulge the same to any third party, without the prior written permission of the Disclosing Party. The Receiving Party, its directors, officers and employees shall use their best efforts to maintain the Disclosing Party’s Confidential Information secret and confidential and shall exercise the same degree of care for such purpose as the Receiving Party would normally exercise with respect to its own Confidential Information, but in no event less than reasonable care. For the avoidance of doubt, CUSTOMER shall not permit any third party to inspect, review, operate, analyze or take pictures of the Equipment without CEVA’s prior written consent.
The Receiving Party shall not, without the Disclosing Party’s prior written consent, use for any purpose, other than implementation of this Agreement, any portion of the Disclosing Party’s Confidential Information. If the Receiving Party becomes legally required to disclose any of the Disclosing Party’s Confidential Information pursuant to any applicable and binding law or legal process and no injunction has been granted restraining such disclosure, it may do so without violating this Agreement only after providing the Disclosing Party reasonable written notice thereof and provided that the Receiving Party only furnishes that portion of the Confidential Information that its counsel advises is legally required.
Notwithstanding the foregoing, the Receiving Party shall not be under a duty of confidentiality with respect to that portion of the Disclosing Party’s Confidential Information that: (i) at the time of disclosure, is generally available to or generally known by the public or the trade; (ii) after disclosure hereunder, becomes generally available to or generally known by the public or the trade through no breach by the Receiving Party of its obligations and duties herein; (iii) at the time of disclosure hereunder, was already within the Receiving Party’s possession and/or knowledge and not subject to a duty of confidentiality; (iv) corresponds in substance to any information received in good faith by the Receiving Party from a third Party that is not subject to a known duty of confidentiality; or (v) is developed by one of the Receiving Party’s employees wholly independently of the Disclosing Party’s Confidential Information.
Upon termination of this Agreement for any reason whatsoever, the Receiving Party will no longer be entitled to use the Disclosing Party’s Confidential Information and shall promptly return to the Disclosing Party all documents, data, information and materials which form part of or containing the Disclosing Party’s Confidential Information; provided that Receiving Party may retain one copy of all Confidential Information in its legal files for purposes of evidencing compliance with this Agreement, and the Receiving Party shall not be required to delete shadow or back-up copies of Confidential Information automatically created by the Receiving Party’s computer systems if it would be commercially impractical to do so.
The obligations of confidentiality and non-use stated in this Section 8 shall survive the termination or expiration of this Agreement for a period of 10 years.
9 – Ethics and compliance
Ceva is committed to conducting its business in an honest and ethical manner and expects the same of all third parties with whom it does business. CUSTOMER agrees that it has read and understood the Ceva Group Business Ethics & Principles For Business Partners policy found at https://www.ceva.com/wp-content/uploads/2022/10/V2-Principles-for-business-partners.pdf (the “Ceva Business Partners Policy”) and will at all times abide by it. CUSTOMER’s failure to comply with the Ceva Business Partners Policy may result in Ceva’s termination of this Agreement and/or termination of the CUSTOMER as a Ceva business partner.
10 – Personal data protection
The Parties undertake to comply with their obligations applicable to the protection of personal data and whereappropriate the European Regulation (EU) 2016/679 of April 27th, 2016.
Where the processing of personal data relates to an identified or identifiable natural person, each Party acts independently. Each Party shall remain fully and individually liable for the processing of personal data that it undertakes pursuant to these general terms and conditions, and in particular in respect of any claim for compensation brought by a person who has suffered material or non-material damage as a result of a breach of the applicable personal data regulations .
In the context of the processing of contact data each Party undertakes to process data relating to its respective interlocutors in accordance with the regulations in particular with a view to ensuring the exercise of their rights by the persons concerned. For further information https://www.ceva.com/en/Footer-s-links/Privacy-policy2.
This Section 10 will be applicable after the end of the Agreement for any reason whatsoever for the duration provided for by the applicable regulations.
11 – Force Majeure
Notwithstanding anything else contained herein, neither Party hereto shall be liable for damages or to have this Agreement terminated for any delay or default in the performance of such Party hereunder if such delay or default in performance derives from conditions beyond the reasonable control of such Party, including but not limited to, acts of God, strikes, floods, extreme drought, riots, work stoppages, embargoes, governmental actions or restrictions affecting production, or continuing domestic or international problems such as wars or insurrections.
Should a Party be thus prevented from complying with its obligations for more than three (3) months, the other Party may terminate this Agreement upon notice to the prevented Party.
In such a case, CUSTOMER shall return the Equipment to CEVA in accordance with the conditions of Section 7.3.1.
12 – Notices
All notices shall be in writing, signed by an officer or other authorized official of the notifying Party and shall be deemed received upon the earlier of confirmed receipt by the receiving Party or: the first business day following transmission to the receiving Party by electronic mail addressed to the receiving Party as indicated in the field Notice of the Commercial terms. However, notices related to the termination of this Agreement shall be sent by registered mail with acknowledgment of receipt and a copy of the notice by email.
13. Governing law and jurisdiction
13.1. Governing law:The Agreement shall be governed in accordance with the laws of the country in which the CEVA entity that is party to this Agreement is incorporated.
13.2. Jurisdiction: Any dispute arising out of or in connection with this Agreement, primarily in connection with the existence, validity, enforcement or interpretation of the Agreement or a breach of this Agreement, shall be submitted to the exclusive jurisdiction of the competent courts located in the country/city where the CEVA entity that is party to the Agreement has its registered office.
14. Final provisions
14.1. CUSTOMER approves that CEVA may refer to CUSTOMER’s name in marketing materials (like press releases, brochures or websites) during the Rental Term.
14.2. This Agreement constitutes the entire agreement between the Parties relative to the transactions contemplated hereby and supersedes any and all correspondence and other agreements relating to the subject matter hereof.
14.3. In the event of any conflict between the contractual documents, the following order of precedence shall apply:
1) The Agreement;
2) The general terms and conditions;
3) The exhibits.
14.4. The Exhibits attached hereto shall form an inseparable part of this Agreement.
Any amendments and/or supplements to this Agreement shall not be valid or binding unless in writing and signed by an officer or other authorized official of both Parties.
14.5. This Agreement may not be assigned by CUSTOMER (for such purposes an assignment shall be deemed to occur upon the transfer in ownership of voting or managerial control of CUSTOMER or a sale by CUSTOMER of substantially all of its assets) without the prior written consent of CEVA.
14.6. If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein. In such event, a suitable clause shall be negotiated to preserve to the largest possible extent the original intent of the Parties.
14.7. Waiver by either Party of any breach of or failure to comply with any provision of this Agreement shall not be construed as or constitute a continuing waiver of, or waiver of any other breach of or failure to comply with, any provision of this Agreement.
14.8. Each Party is an independent contractor and except as otherwise specifically provided herein, nothing contained in this Agreement shall be deemed to constitute a relationship of partners, of principal and agent, or of employee and employer, between the Parties.
14.9. This Agreement may be signed in electronic form and exchanged by email between the Parties. The electronic file exchanged between the Parties shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies of this Agreement from separate computers or printers and shall be binding as originals.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective representatives, thereunto duly authorized, as of the Effective Date.