ABB GTC Goods and/or Services (2020-1)

ABB GENERAL TERMS AND CONDITIONS

FOR PURCHASE OF GOODS AND/OR SERVICES (2020-1 STANDARD)

1. DEFINITIONS AND INTERPRETATION 2.3 Supplier shall accept the Contract either expressly by written state-
1.1 The following terms have the following meanings: ment or impliedly by fulfilling the Contract in whole or in part.
ABB GTC: these ABB General Terms and Conditions for Purchase of 2.4 Any amendments to the Contract must be agreed in writing.
Goods and/or Services (2020-1 Standard); 3. SUPPLIER’S RESPONSIBILITIES
Affiliate: any entity which directly or indirectly controls, is controlled 3.1 Supplier shall deliver the Goods and provide the Services:
by, or is under common control with a Party; 3.1.1 in accordance with the applicable laws and regulations;
Contract: a written agreement and/or the Order for the purchase of 3.1.2 in accordance with the Contract (including by providing any nec-
Goods and/or Services by Customer from Supplier which shall incor- essary documentation) and all Customer instructions;
porate by reference these ABB GTC, and any other documents submit- 3.1.3 free from defects and from any rights of third parties; and
ted by Customer to form part thereof, such as but without limitation to
3.1.4 fit for any particular purpose specified in the Contract or, in ab-
any specifications (which shall include any Supplier specifications
sence thereof, fit for the purposes for which such Goods and/or Ser-
where Customer agrees to use, or places an Order relying on, such spec-
ifications); vices would ordinarily be used.
Customer: the party ordering Goods and/or Services from Supplier; 3.2 Supplier shall ensure that the Goods are packed according to indus-
try standards and any applicable laws and regulations, in a manner ad-
Customer Data: any data or information, including Personal Data, ac- equate to preserve and protect the Goods, and sufficient to enable safe
quired by Supplier in preparation of or during the fulfilment of the Con- unloading and inspection at the relevant Delivery Location.
tract, irrespective of whether such data or information relates to Cus-
tomer, its Affiliates or their respective customers or suppliers; 3.3 When Customer (or a Customer Affiliate at a relevant Delivery Lo-
cation) identifies quality related issues on the part of Supplier, Cus-
Delivery: delivery of Goods by Supplier in accordance with Clause 5.1; tomer (or Customer Affiliate) will notify Supplier thereof. Notwith-
Delivery Location: Customer’s nominated warehouse, factory or other standing other remedies available to Customer under the Contract, Cus-
premises for physical delivery of Goods and/or Services, which may be tomer may instruct Supplier to undertake at Supplier’s risk and expense
the premises of one of Customer’s Affiliates (including such location an analysis into the root cause(s) of the quality related issues; such anal-
as may be listed in any relevant price list) or third party freight or lo- ysis being undertaken and reported to Customer within ten (10) calen-
gistics providers, or if no location is nominated, Customer’s place of dar days of the notification of the quality related issue(s). Customer
business; reserves the right to undertake an audit (carried out by Customer’s
Embedded Software: software necessary for operation of Goods, and nominated personnel, which may include third party experts or Cus-
embedded in and delivered as integral part of Goods; tomer Affiliate staff) of Supplier based on the results of the root cause
Goods: the items to be delivered by Supplier in accordance with the analysis or where Supplier fails to comply with this Clause. Supplier
Contract and/or all materials, documents, or other deliverables which shall also pro-actively advise Customer if it becomes aware of any
are the result of Services provided by Supplier under the Contract in quality related issues that may affect the Goods and/or Services, and
any form or media, including but without limitation to data, diagrams, the provisions of this Clause 3.3 shall otherwise apply as if the issue
drawings, reports and specifications; had been notified by Customer.
Intellectual Property Rights: (a) patents, utility models, copyrights, da- 3.4 Customer may issue Variation Orders to Supplier, and Supplier
tabase rights and rights in trademarks, trade names, designs, knowhow, shall carry out such Variation Orders. If any Variation Order causes an
and invention disclosures (whether registered or unregistered); (b) ap- increase or decrease in the cost of, or the time required for the perfor-
plications, reissues, confirmations, renewals, extensions, divisions or mance of, any Services or Goods, an equitable adjustment shall be
continuations for any of these rights; and (c) all other intellectual prop- made in the purchase price and/or Delivery schedule in writing. Any
erty rights and similar forms of worldwide protection; Supplier claim for adjustment under this Clause will be deemed waived
Order: Customer’s order issued to Supplier for the purchase of Goods unless asserted within thirty (30) calendar days from Supplier’s receipt
and/or Services, including any purchase order issued electronically; of the Variation Order. Variation Orders requested by Supplier only
become effective after written confirmation by Customer.
Party: Customer or Supplier, collectively the Parties;
3.5 Supplier must not suspend the Delivery of any Goods or the provi-
Personal Data: any data or information of an identified or identifiable sion of any Services.
natural person;
3.6 Supplier assumes full and exclusive responsibility for any occupa-
Services: the services to be provided by Supplier in accordance with
tional accident that occurs, or disease that affects, its employees and its
the Contract; subcontractors in relation to the provision of the Goods and/or Services.
Supplier: the party providing the Goods and/or Services to Customer
3.7 Supplier is solely and exclusively responsible for any claims and/or
(or any Customer Affiliate at a relevant Delivery Location); lawsuits filed by its employees and/or subcontractors, and shall, with-
Variation Order: a change to the Order such as to alter, to amend, to out any limitations, defend, indemnify and hold Customer (and any rel-
omit, to add to, or otherwise to change the Order or any parts thereof. evant Customer Affiliate) harmless from and against any claim, pro-
1.2 References to clauses are references to clauses of the ABB GTC. ceeding, action, fine, loss, cost, damages and expenses arising out of or
1.3 Headings are for convenience only and do not affect the interpreta- relating to any such claims and/or lawsuits, and any noncompliance
tion of the ABB GTC. with legislation, regulations, codes of practice, guidance and other re-
2. APPLICATION quirements of any relevant government or governmental agency appli-
cable to Supplier, its employees or subcontractors. Supplier undertakes
2.1 The ABB GTC govern the Contract.
to appear in court at its own cost if requested by Customer, acknowl-
2.2 No terms or conditions delivered with or contained in Supplier’s edging its status as sole and exclusive employer, and to provide Cus-
quotations, acknowledgements, acceptances, specifications or similar tomer (and/or any relevant Customer Affiliate) with all requested doc-
documents will form part of the Contract, and Supplier waives any right umentation and information necessary to ensure proper legal defence
which it might have to rely on such terms or conditions. of Customer or its Affiliates in court.

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3.8 Customer is authorized to make, or procure the making of, any pay- the International Traffic in Arms Regulations (ITAR) must be speci-
ments due to Supplier’s employees and subcontractors providing fied. Proofs of preferential origin as well as conformity declarations
Goods and/or Services under the Contract, in order to avoid lawsuits, and marks of the country of consignment or destination are to be sub-
liens or encumbrances. Such payments may be made through withhold- mitted without being requested; certificates of origin upon request.
ing Supplier’s credits, offsetting or in any other way. Supplier shall 5.4 The Goods shall be delivered, and Services shall be provided, dur-
provide any support requested by Customer with regard to such pay- ing Customer’s business hours (or those of the requested Delivery Lo-
ments and indemnify and hold harmless Customer and its Affiliates for cation) unless otherwise requested by Customer.
any payments made. 5.5 Upon Delivery, Supplier (or its appointed carrier) shall provide
4. PAYMENT, INVOICING Customer (or, if requested, any nominated Customer Affiliate at the
4.1 In consideration of the Goods delivered and/or the Services pro- Delivery Location) a delivery note and any other required export and
vided by Supplier in accordance with the Contract, Customer shall pay import documents not mentioned in Clause 5.3. If Customer has ap-
to Supplier the purchase price stated in the Contract provided the in- proved partial delivery, such delivery note shall also include the out-
voice fulfils the requirements defined by Customer. Payment shall be standing balance.
made in the country in which Supplier is registered, to a bank account 5.6 Ownership of the Goods passes to Customer at Delivery. To the
in the name of Supplier. The price is inclusive of all fees and taxes extent that the Goods contain Embedded Software, ownership of such
(other than VAT or equivalent) and of all costs of manufacturing, pro- Embedded Software will not pass to Customer, but Supplier shall grant,
cessing, warehousing and packaging (including returning any returna- or – as applicable – shall procure that the third party owner grants, Cus-
ble packaging) of any Goods. tomer and all users a worldwide, irrevocable, perpetual, transferable,
4.2 Supplier shall submit invoices in an auditable form, complying with non-exclusive, royalty-free right to use the Embedded Software as in-
applicable laws, generally accepted accounting principles and the spe- tegral part of such Goods and/or for servicing either of them. For the
cific Customer requirements, containing the following minimum infor- avoidance of doubt, Supplier shall have no rights of retention of title,
mation: Supplier name, address and reference person including contact and Supplier will convey good title to the Goods, free of any liens or
details; invoice date; invoice number; Order number and Supplier num- encumbrances (but transfer of title and ownership in the Goods to Cus-
ber; address of Customer; quantity; specification of Goods and/or Ser- tomer shall not release Customer from its obligation to pay for those
vices; price (total amount invoiced); currency; tax or VAT amount; tax Goods, in accordance with the terms of the Contract).
or VAT number; Authorized Economic Operator and/or Approved Ex- 6. ACCEPTANCE
porter Authorization number and/or other customs identification num- 6.1 Delivery of Goods or provision of Services shall not be deemed to
ber, if applicable; payment terms as agreed. Supplier shall state the Or- be acceptance of such Goods or Services by Customer. Customer (or
der number on all invoices (in particular but not limited to commercial, its nominated Customer Affiliate at the Delivery Location) shall have
pro forma or customs invoices). reasonable time to inspect or test the Goods and/or Services and to re-
4.3 Invoices must be sent to the billing address specified in the Contract port any defects to Supplier. If a defect in the Goods and/or Services
(or as otherwise agreed with Customer). was not reasonably detectable during the inspection, Customer (or its
4.4 Customer shall pay the invoice in accordance with the payment nominated Customer Affiliate at the Delivery Location) shall have rea-
terms agreed in the Contract. sonable time to provide notice of such defect after it has become appar-
4.5 Customer will reimburse expenses only at cost and to the extent ent and/or to reject the Goods and/or Services.
agreed in writing. 6.2 The Parties may agree on a certain acceptance procedure, in which
4.6 Services charged on the basis of hourly rates require written confir- case acceptance will be subject to Customer’s written acceptance state-
mation of Supplier’s time sheets by Customer. Supplier shall submit ment (or that of Customer’s nominated Affiliate). Supplier shall inform
such time sheets to Customer for confirmation as may be instructed by Customer (and any relevant Customer Affiliate) in writing within a rea-
Customer but latest together with any related invoice. Confirmation of sonable time period in advance when the Goods and/or Services are
time sheets cannot be construed as acknowledgement of any claims. ready for acceptance.
Customer is not obliged to pay invoices based on time sheets which are 6.3 Customer may enforce any remedy defined in the Contract for any
not confirmed by Customer in writing. rejected Goods or Services.
4.7 Customer reserves the right to set off or withhold payment for 7. DELAY
Goods and/or Services not provided in accordance with the Contract. Supplier will deliver Goods in accordance with any date or time, and at
4.8 If an invoice received by Customer is not paid by the due date, Sup- least in accordance with any lead times, specified in the Contract. If the
plier may give notice in writing that the amount is overdue. Thirty (30) Delivery of Goods or the provision of Services does not comply with
days after receipt of notice, unless the payment is disputed in good faith the agreed date(s), Customer may:
by Customer, Supplier may charge interest at the rate of 3% above the 7.1 terminate the Contract in whole or in part;
3-month LIBOR rate (for unsecured USD loans) on any unpaid and 7.2 refuse any subsequent delivery of the Goods or provision of the
undisputed amount, from the date payment fell due (or such other date Services;
as may be agreed in writing between the Parties), until receipt of the
7.3 recover from Supplier any expenses reasonably incurred by Cus-
amount owed. Supplier acknowledges and agrees that this Clause 4.8
provides Supplier with a substantial remedy in respect of any late pay- tomer (or any affected Customer Affiliate) in obtaining the Goods
ment of sums due under any Contract. and/or Services in substitution from another supplier;
5. DELIVERY, PERFORMANCE OF SERVICES 7.4 claim damages for any cost, loss, expenses and liquidated damages
incurred by Customer (or by any affected Customer Affiliate) which
5.1 Unless agreed otherwise in the Contract, the Goods shall be deliv- are attributable to Supplier’s delay;
ered in accordance with INCOTERMS 2020 FCA, to the Delivery Lo-
7.5 claim liquidated damages as agreed in the Contract;
cation.
5.2 The Services shall be provided at the Delivery Location. and it is agreed that Customer may select one or more such remedies,
and recovering costs or damages under any of Clauses 7.3 to 7.5 shall
5.3 Supplier shall provide, no later than at the time of acceptance of the not exclude Customer from recovering other costs or damages under
Contract, the following minimum information: number of packages and the other parts of this Clause 7.
contents, the customs tariff numbers of the country of consignment, and
the countries of origin for all Goods. For controlled Goods, the relevant 8. WARRANTY AND REMEDIES
national export control numbers must be indicated and, if the Goods 8.1 Supplier warrants that the Goods and/or Services comply with the
and/or Services are subject to U.S. export regulations, the U.S. Export Contract, including but without limitation to Supplier’s responsibilities
Control Classification Numbers (ECCN) or classification numbers of as defined in Clause 3.1.

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8.2 Supplier warrants that the Goods are new and unused at the date of (ii) modify the Goods and/or Services so they cease to be infringing; or
Delivery and remain free from defects during the warranty period. (iii) replace the Goods and/or Services with non-infringing equivalents.
8.3 The warranty period is twenty four (24) months from Delivery, or Otherwise, Customer is entitled to terminate the Contract and to re-
as otherwise set out in the Contract. claim all sums which it, or any Customer Affiliate, has paid to Supplier
8.4 In case of breach of any warranty which is not remedied within thereunder.
forty-eight (48) hours from Customer’s notification, or in case of any 10. COMPLIANCE, INTEGRITY
other breach of the Contract, Customer is entitled to enforce any or all 10.1 Supplier shall provide the Goods and/or Services in compliance
of the following remedies at its discretion and at Supplier’s expense: with all relevant laws, regulations, and codes of practice.
8.4.1 to give Supplier an opportunity to carry out any additional work 10.2 Supplier and its subcontractors must comply with the ABB List of
necessary to ensure that the Contract is fulfilled; Prohibited and Restricted Substances and report to Customer (and/or
8.4.2 to require Supplier promptly to repair or replace the defective any Customer Affiliate operating at the relevant Delivery Location) the
Goods and/or Services; substances contained in the Goods. Supplier must also comply with the
8.4.3 to carry out (or to instruct a third party to carry out) any additional reporting and other requirements regarding Conflict Minerals made
work necessary to make the Goods and/or Services comply with the available under www.abb.com – Supplying – Material Compliance
Contract; – ABB Policy and Supplier Requirements or otherwise and shall pro-
vide Customer (and any relevant Customer Affiliate) with documents,
8.4.4 to refuse any further Goods and/or Services; certificates and statements as requested. Any statement made by Sup-
8.4.5 to require Supplier to indemnify and hold harmless Customer plier to Customer (whether directly or indirectly) with regard to mate-
(and any relevant Customer Affiliate) for such damages as may have rials used for or in connection with the Goods and/or Services will be
been sustained by Customer (or any Customer Affiliate) as a result of deemed to be a representation under the Contract.
Supplier’s breach of the Contract; 10.3 Supplier represents and warrants that it is and will remain fully
8.4.6 to terminate the Contract, and in such event: compliant with all applicable trade and customs laws, regulations, in-
8.4.6.1 Customer has no obligation to compensate Supplier (including structions, and policies, including, but not limited to, satisfying all nec-
paying for the Goods and/or Services which have been rejected); and essary clearance requirements, proofs of origin, export and import li-
8.4.6.2 at Customer’s option, Supplier shall pay back to Customer any censes and exemptions from, and making all proper filings with appro-
remuneration received from Customer for the Goods and/or Services priate governmental bodies and/or disclosures relating to the provision
and take back the Goods at Supplier’s own cost and risk; and of services, the release or transfer of goods, hardware, software and
8.4.6.3 Customer may source equivalent replacement goods and/or ser- technology.
vices from an alternative supplier (with any incremental costs incurred 10.4 Supplier represents and warrants that no goods, materials, equip-
in doing so being for Supplier’s account). ment, components, parts, technology, or services that are included in,
8.5 In case of a breach of any warranty, the entire warranty period shall incorporated into, or provided in connection with the Goods and/or Ser-
be restarted for the defective Goods/Services from the date the remedi- vices originate in any country or region that is subject to a comprehen-
ation is completed to Customer’s satisfaction. sive embargo maintained by any government authority that Customer
deems, in its sole discretion, may impose penalties or other measures
8.6 The rights and remedies available to Customer under the Contract
against Customer (a Relevant Government Entity). If any of the Goods
are cumulative and are not exclusive of any rights or remedies available
and/or Services are or will be subject to export restrictions, it is Sup-
at law or in equity.
plier’s responsibility to promptly inform Customer (and any relevant
9. INTELLECTUAL PROPERTY RIGHTS Customer Affiliate) in writing of the particulars of such restrictions.
9.1 Subject to Clause 9.2, Supplier hereby grants Customer and its Af- 10.5 Supplier represents and warrants that it is not a person subject to
filiates, or undertakes to procure that Customer and its Affiliates are economic or financial sanctions imposed by a Relevant Government
granted, a worldwide, irrevocable, transferable, sub-licensable, non-ex- Entity (a Sanctioned Person), including any person included on the US
clusive, royalty-free license to use the Intellectual Property Rights in Specially Designated Nationals (SDN) and Blocked Persons List. Sup-
the Goods, including Embedded Software, if any. plier acknowledges that Sanctioned Persons may include persons who
9.2 Supplier herewith assigns to Customer (or will assign to Customer’s are not explicitly included on any sanctions list maintained by a Rele-
nominated Affiliate) full ownership rights in any Intellectual Property vant Government Entity, but also persons who are directly or indirectly
Rights in Goods resulting from the Services. Supplier further agrees, owned 50 percent or more in the aggregate by one or more Sanctioned
upon Customer’s request and at its cost, to take all further steps neces- Persons. Supplier further represents and warrants that no Sanctioned
sary to perfect Customer’s ownership (or that of its nominated Affili- Person has any property interest, financial interest, or other interest in
ate) to the Intellectual Property Rights. the Goods and/or Services and that the provision of the Goods and/or
9.3 Intellectual Property Rights in any Goods created by or licensed to Services shall not involve the transferring, paying, exporting, or with-
Supplier prior or outside a Contract (Pre-Existing IPR) will remain drawing of any property or interests in property of any Sanctioned Per-
vested in Supplier (or the third party owner). To the extent that Pre- son.
Existing IPR are embedded in any Goods resulting from the Services, 10.6 Each Party warrants that it will not, directly or indirectly, and that
Supplier grants, or undertakes to procure that the third party owner each has no knowledge that other persons will, directly or indirectly,
grants, Customer and its Affiliates a worldwide, irrevocable, transfera- make any payment, gift or other commitment to its customers, to gov-
ble, sub-licensable, non-exclusive, royalty-free license to use the Pre- ernment officials or to agents, directors and employees of each Party,
Existing IPR as part of such Goods, including the right to improve, de- or any other party, in a manner contrary to applicable laws (including
velop, market, distribute, sublicense or otherwise use such Pre-Existing but not limited to the U. S. Foreign Corrupt Practices Act, the UK Brib-
IPR. ery Act 2010 and, where applicable, legislation enacted by member
9.4 Supplier must specify in writing and prior to Delivery all open states and signatories implementing the OECD Convention Combating
source software contained in or used by Embedded Software, if any, Bribery of Foreign Officials), and shall comply with all relevant laws,
and request Customer’s written approval. Supplier agrees to replace at regulations, ordinances and rules regarding bribery and corruption.
its own cost any open source software components rejected by Cus- Nothing in the Contract will render either Party or any of its Affiliates
tomer with software of at least the same quality and functionality. liable to reimburse the other for any such consideration given or prom-
9.5 If any claim is made against Customer (or any Customer Affiliate) ised.
that the Goods and/or Services infringe a third party’s Intellectual Prop- 10.7 Supplier herewith acknowledges and confirms that Supplier has
erty Rights, Supplier shall at its cost, but at Customer’s discretion: (i) received a copy of ABB’s Code of Conduct and ABB’s Supplier Code
procure for Customer, Customer’s Affiliates and Customer’s clients, as of Conduct or has been provided information on how to access both
the case may be, the right to continue using the Goods and/or Services;

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ABB Codes of Conduct online under www.abb.com/Integrity. Sup- 11.7.1 If Customer discloses Personal Data to Supplier, Supplier shall
plier agrees to perform its contractual obligations in accordance with comply with all applicable data protection laws and regulations.
both ABB Codes of Conduct. 11.7.2 Supplier shall apply appropriate physical, technical and organ-
10.8 ABB has established reporting channels where Supplier and its izational measures to ensure a level of security of Personal Data ap-
employees may report suspected violations of applicable laws, policies propriate to the respective risk and the ability to ensure the ongoing
or standards of conduct (Web portal: www.abb.com/Integrity – Re- confidentiality, integrity, availability and resilience of processing sys-
porting Channels; contact details specified on this Web portal), and tems and services.
Supplier shall ensure that such reporting channels are used to report 11.7.3 Supplier agrees that it will not withhold or delay its consent to
any suspected violations. any changes to this Clause 11 which in Customer’s or its Affiliates’
10.9 Any violation of an obligation contained in this Clause 10 is a reasonable opinion are required to be made in order to comply with
material breach of the Contract and entitles the other Party to terminate applicable data protection laws and regulations and/or with guidelines
the Contract with immediate effect and without prejudice to any further and advice from any competent supervisory authority, and agrees to
rights or remedies available thereunder or at law. Notwithstanding an- implement any such changes at no additional cost to Customer.
ything to the contrary in the Contract, Supplier shall, without any lim- 11.7.4 Supplier acknowledges that the processing of Personal Data in
itations, indemnify and hold harmless Customer (and any affected Cus- accordance with the Contract may require the conclusion of addi-
tomer Affiliate) for all liabilities, damages, cost or expenses incurred tional data processing or data protection agreements with Customer
as a result of any such violation and/or termination of the Contract, or or its Affiliates. To the extent such additional agreements are not ini-
arising from export restrictions concealed by Supplier. tially concluded as part of the Contract, Supplier, its relevant Affili-
11. CONFIDENTIALITY, DATA SECURITY, ates or subcontractors shall upon Customer’s request promptly enter
DATA PROTECTION into any such agreement(s), as designated by Customer and as re-
11.1 Supplier shall keep in strict confidence all Customer Data and any quired by mandatory law or a competent data protection or other com-
other information concerning Customer’s or its Affiliates’ business, petent authority.
their products and/or their technologies which Supplier obtains in con- 12. LIABILITY AND INDEMNITY
nection with the Goods and/or Services to be provided (whether before 12.1 Without prejudice to applicable mandatory law, Supplier shall,
or after acceptance of the Contract). Supplier shall restrict disclosure of without any limitations, indemnify and hold harmless Customer, and
such confidential material to such of its employees, agents or subcon- any affected Customer Affiliate, for all liabilities, damages, cost, losses
tractors or other third parties as need to know the same for the purpose or expenses incurred by Customer (or such Customer Affiliate) as a
of the provision of the Goods and/or Services to Customer. Supplier result of Supplier’s breach of the Contract. Supplier shall, without any
shall ensure that such employees, agents, subcontractors or other third limitations, indemnify and hold harmless Customer and each relevant
parties are subject to and comply with the same obligations of confi- Customer Affiliate for any claim made by a third party against Cus-
dentiality as applicable to Supplier and will be liable for any unauthor- tomer (or such Customer Affiliate) in connection with the Goods and/or
ized disclosures. Services, including but without limitation to claims that such Goods
11.2 Supplier shall apply appropriate safeguards, adequate to the type and/or Services infringe a third party’s Intellectual Property Rights.
of Customer Data to be protected, against the unauthorised access or Upon Customer’s request Supplier shall defend Customer (or any rele-
disclosure of Customer Data and protect such Customer Data in accord- vant Customer Affiliate) against any third party claims.
ance with the generally accepted standards of protection in the related 12.2 Supplier is responsible for the control and management of all of
industry, or in the same manner and to the same degree that it protects its employees, suppliers and/or subcontractors, and it is responsible for
its own confidential and proprietary information – whichever standard their acts or omissions as if they were the acts or omissions of Supplier.
is higher. Supplier may disclose confidential information to Permitted 12.3 Supplier shall maintain in force, and upon request provide evi-
Additional Recipients (which means Supplier’s authorised representa- dence of, adequate liability insurance and statutory worker’s compen-
tives, including auditors, legal counsel, consultants and advisors) pro- sation/employer’s liability insurance with reputable and financially
vided always that: (i) such information is disclosed on a strict need-to- sound insurers, which however will not relieve Supplier from any lia-
know basis; and (ii) such Permitted Additional Recipients sign with bility towards Customer (or any Customer Affiliate). The insured
Supplier a confidentiality agreement with terms substantially similar amount cannot be considered as limitation of liability.
hereto or, where applicable, are required to comply with codes of pro- 12.4 Customer reserves the right to set off any claims under a Contract
fessional conduct ensuring confidentiality of such information. Sup- against any amounts owed to Supplier.
plier shall comply with, and ensure that the Permitted Additional Re-
cipients comply with, any security procedure, policy or standard pro- 13. TERMINATION
vided to Supplier by Customer or any of its Affiliates from time to time, 13.1 Customer may terminate the Contract for convenience in whole or
and in particular with the ABB Cyber Security Requirements for Sup- in part by giving Supplier thirty (30) calendar days written notice. In
pliers as made available under www.abb.com/Supplying/Cybersecu- such event Customer shall pay to Supplier the value of the delivered
rity, or as otherwise set out in the Contract. but unpaid Goods and/or Services (provided that such Goods and/or
11.3 Supplier must not: (i) use Customer Data for any other purposes Services otherwise comply with the Contract) and proven direct costs
than for providing the Goods and/or Services; or (ii) reproduce the Cus- reasonably incurred by Supplier for undelivered Goods and/or Ser-
tomer Data in whole or in part in any form except as may be required vices, however in no event more than the price for the Goods and/or
by the Contract; or (iii) disclose Customer Data to any third party, ex- Services agreed under the Contract. No further compensation will be
cept to Permitted Additional Recipients or with the prior written con- due to Supplier.
sent of Customer. 13.2 In the event of Supplier’s breach of the Contract, Customer is en-
11.4 Supplier shall install and update at its own cost adequate virus titled to terminate the Contract in accordance with Clause 8.4.
protection software and operating system security patches for all com- 13.3 Customer may terminate the Contract with immediate effect by
puters and software utilized in connection with providing the Goods notice in writing in the event that: (i) an interim order is applied for or
and/or Services. made, or a voluntary arrangement approved, or a petition for a bank-
11.5 Supplier shall inform Customer (and any affected Customer Af- ruptcy order is presented or a bankruptcy order is made against Sup-
filiate) without delay about suspicion of breaches of data security or plier; or (ii) any circumstances arise which entitle the court or a creditor
other serious incidents or irregularities regarding any Customer Data. to appoint a receiver or administrator or to make a winding-up order;
or (iii) other similar action is taken against or by Supplier by reason of
11.6 Supplier agrees that Customer (and any affected Customer Affili-
its insolvency or in consequence of debt; or (iv) there is a change of
ate) may provide any information received from Supplier to other Af- control of Supplier.
filiates of Customer and to third parties.
11.7 Protection of Personal Data
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ABB GTC Goods and/or Services (2020-1)

13.4 Upon termination Supplier shall immediately and at Supplier’s ex- 20.1 Provisions of the Contract which either are expressed to survive
pense return to Customer (or Customer’s Affiliate) all Customer or its termination or from their nature or context it is contemplated that
Customer Affiliate property (including any Customer Data, documen- they are to survive such termination will remain in full force and effect
tation, and transfer of Intellectual Property Rights) then under Sup- notwithstanding such termination.
plier’s control and provide Customer (or its nominated Affiliate) with 20.2 The obligations set forth in Clauses 8 (Warranty and Remedies),
the complete documentation about the Goods and/or Services. 9 (Intellectual Property Rights), 11 (Confidentiality, Data Security,
14. FORCE MAJEURE Data Protection) and 12 (Liability and Indemnity) exist for an indefinite
14.1 Neither Party (nor any Customer Affiliate receiving the Goods period of time and survive expiration or termination of the Contract for
and/or Services) will be liable for any delay or failure to perform its any reason.
obligations under a Contract if the delay or failure results from an event 21. ENTIRETY
of Force Majeure. Force Majeure means an event that was not fore- 21.1 The Contract (incorporating these ABB GTC), and any documents
seeable by the affected Party (or Customer Affiliate) at the time of ex- incorporated into an Order or other agreement (including by reference)
ecution of the Contract, is unavoidable and outside the reasonable con- constitute the entire agreement between the Parties and replaces any
trol of the affected Party (or Customer Affiliate), provided that it cannot prior agreement between them with regard to its subject.
overcome such event despite all reasonable efforts, and that it provides 21.2 In the event of any inconsistency between documents comprising
notice to the other Party (and, in the case of Supplier being affected, to the Contract, the following order of precedence shall apply:
any relevant Customer Affiliate) within five (5) calendar days from oc-
currence of the Force Majeure event. 21.2.1 any Contract established by the Customer (to the extent that spe-
cific deviations from the ABB GTC, are explicitly identified in that
14.2 If a Force Majeure event exceeds thirty (30) calendar days, either Contract); then
Party may terminate the Contract forthwith by written notice without
21.1.2 these ABB GTC;
liability. Each Party shall use reasonable efforts to minimise the effects
of the Force Majeure event. and, for the avoidance of doubt, any terms and conditions set out, or
15. ASSIGNMENT AND SUBCONTRACTING referenced, in any other document shall not apply, nor form part of any
Contract.
15.1 Supplier may neither assign, nor novate, transfer, encumber or
subcontract the Contract, nor any parts thereof (including any monetary 22. RELATIONSHIP OF PARTIES
receivables from Customer) without prior written approval of Cus- 22.1 The relationship of the Parties is that of independent parties deal-
tomer. ing at arm’s length and nothing in the Contract may be construed to
15.2 Customer may assign, novate, transfer, subcontract or deal in any constitute Supplier as an agent or employee of Customer (or of any
other manner with the Contract, in whole or in part, at any time, and on Customer Affiliate) or so as to have any kind of partnership with Cus-
tomer or any Customer Affiliate, and Supplier must not represent itself
more than one occasion thereof to its Affiliates, or to any successor-in-
interest or title which acquires that part of Customer’s group of com- as or act on behalf of Customer or its Affiliates.
panies’ business to which the relevant Contract relates (and such trans- 22.2 The Contract does not imply any employment relationship be-
feree may do the same). tween Customer (or any Customer Affiliate), and Supplier, or between
16. NOTICES Customer (or any Customer Affiliate) and Supplier’s employees as-
signed to the execution of the Contract. Customer and its Affiliates re-
Any notice must be given duly signed by registered mail, courier, fax main free of any responsibility or liability for labour, social security or
or by e-mail to the address of the relevant Party as stated in the Contract taxes with respect to Supplier and its employees assigned to the execu-
and/or to such other address as such Party may have notified in writing tion of the Contract.
(including Customer Affiliates operating at relevant Delivery Loca-
23. ELECTRONIC SIGNATURE
tions). E-mail and fax require written confirmation of the receiving
Party. Supplier’s reply, correspondence, information or documentation The Parties acknowledge electronic signature (e. g. Adobe Sign), ap-
related to the Contract must be provided in the language used in the plied by authorized persons, to be sufficient and binding for any docu-
Contract. ments related to the Contract, including, without limitation, documents
17. WAIVERS for which the Contract requires written form, or which require to be
signed by the Parties.
Failure to enforce or exercise any term of the Contract does not consti-
tute a waiver of such term and does not affect the right later to enforce
such or any other term therein contained.
18. GOVERNING LAW AND DISPUTE SETTLEMENT
18.1 The Contract is governed by the laws of the country (and/or the
state, as applicable) where Customer is registered, however under ex-
clusion of its conflict of law rules and the United Nations Convention
on International Sale of Goods.
18.2 If Customer and Supplier are registered in the same country, any
dispute arising in connection with the Contract which cannot be settled
amicably shall be submitted for resolution to the jurisdiction of the
competent courts at Customer’s place of registration.
18.3 If Customer and Supplier are registered in different countries, any
dispute arising in connection with the Contract which cannot be settled
amicably shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by one arbitrator appointed in ac-
cordance therewith. Place of arbitration shall be Customer’s place of
registration. The language of the proceedings and of the award shall be
English.
19. SEVERABILITY
The invalidity or unenforceability of any term of the Contract will not
adversely affect the validity or enforceability of the remaining terms.
The Contract will be given effect as if the invalid or unenforceable term
had been replaced by a term with a similar economic effect.
20. SURVIVAL
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