In the absence of any formal Supply Agreement signed on behalf of DATEX and the Buyer, all Products are supplied subject to Datex’s Standard Terms and Conditions of Sale given below. Without limitation, placing an order (which is subsequently accepted by DATEX) and/or lifting and/or accepting the Product shall signify acceptance of this Agreement and shall override any other terms or conditions put forward by the Buyer. To the extent of any inconsistency between this Agreement and any other agreement signed by duly authorized representatives of DATEX and the buyer, the terms of the latter agreement shall apply. This Agreement shall apply only to an individual order and supply of Products between DATEX and the Buyer and shall not be construed as conferring an ongoing relationship or term contract between DATEX and the buyer. DATEX has no obligation to accept any order from the Buyer and the Buyer has no obligation to place orders with DATEX. DATEX reserves the right to recover any loss it suffers as a result of the Buyer cancelling or amending an order after it has been submitted to and accepted by DATEX. These terms and conditions are subject to change without notice at the sole discretion of DATEX
1 Definitions
Terms highlighted below shall have the meaning as specified against each:
1.1. Affiliate means company which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a Party. For this purpose, control means the direct or indirect ownership of, in aggregate, fifty per cent or more of voting capital.
1.2. Affiliate of DATEX means any Affiliate of Datex Energy FZC.
1.3. Agreement means these General Terms and Conditions and the Delivery Promise as amended, varied or supplemented from time to time. In case of a conflict between these General Terms and Conditions and the Delivery Promise, the terms of the Delivery Promise shall, to the extent of any conflict, prevail. With respect to Services provided by DATEX, terms and conditions displayed on a website may apply and if so, such terms and conditions shall, to the extent of any conflict, prevail over the terms and conditions and the Delivery Promise.
1.4. Branded Material means any advertising materials, signs or other items or materials bearing DATEX Trade Marks.
1.5. Delivery Point means the location(s) agreed in writing at which the Products will be delivered, or at which the Buyer or a designated nominee of Buyer takes physical possession of the Products.
1.6. Delivery Promise means DATEX brochures (as may be updated and issued to Buyer from time to time) relating to supply of the Products and setting out details of such matters as ordering processes, delivery times, minimum orders, charges and discounts.
1.7. Intellectual Property Rights means the DATEX Trade Marks, and all patents, copyrights and database rights, rights in know-how, moral rights or other similar rights in any country in or connected with the Products or any of them or any literature, manuals, materials or information supplied in connection with this Agreement, in each case whether or not registered, and any applications for registration of any of the foregoing, and all rights to apply to register any of the foregoing.
1.8. Person means any individual, partnership, limited partnership, firm, trust, body corporate, government, governmental body, agency or instrumentality, unincorporated body of persons or association.
1.9. Product means the lubricants products sold by DATEX under this Agreement.
1.10. Purchase Order means the document through which order is placed by the Buyer on DATEX seeking supply of the Products including the details and quantity of the Products, the timeline of delivery and Delivery Point
1.11. Services means the services as may be specifically agreed and performed by DATEX under this Agreement.
1.12. DATEX means Datex Energy FZC.
2. Quality
2.1 Any Product shall conform to any specification or description set out in DATEX literature published in relation thereto as current from time to time. Product will be fit for the purpose set out in DATEX literature and not for any other purpose whatsoever and all other warranties (express or implied), terms or conditions are expressly excluded.
2.2 DATEX shall perform the Services in a competent manner on a best effort basis, with reasonable skill and care, in conformity with any requirements of applicable law and in compliance with the DATEX Business Principles.
2.3 Quality determination shall be in accordance with specific commitments made by DATEX in writing.
3. Price and Payment
3.1 Unless agreed otherwise, the price to be paid by Buyer for Products will be calculated as follows:
3.1.1 DATEX price as shown on DATEX published price list (the “List Price”) for the Product, grade and quantity in question applicable on the date Product is ordered less any discount agreed with Buyer from time to time unless as per the formula or fixed price mutually agreed between the Parties.
3.1.2 Any Product uplifted will be credited at the prices charged on the date of order i.e. once the credit block is passed and order confirmation is generated.
3.1.3 The price to be paid by Buyer for Services shall be agreed with DATEX in writing prior to the performance thereof.
3.2 The pricing is based on the Product specifications detailed by DATEX. Any change to the Product specifications, whether mutually agreed by the Parties or mandated by law or regulation, may warrant a corresponding change in the pricing, on a case-to-case basis
3.3 In situations that delivery of Products is made to any of the Buyer’s Delivery Point i.e. either to a location other than the Delivery Point designated in writing, and/or by a delivery mode other than the mode of delivery designated in writing, the cost of trans-shipment shall be borne solely by the Buyer which shall be based on the actual cost of trans-shipment and delivery.
3.4 The price to be paid by Buyer for Services shall be notified by DATEX prior to the performance thereof.
3.5 Unless otherwise agreed to the contrary, the Buyer has the option of either opting for an advance payment route or the standard credit route; in both instances the Buyer shall be bound by the standard operating procedure and credit policies of DATEX, as applicable from time to time
3.6 Subject to Clause 3.9 below, Buyer shall pay DATEX any invoiced amount within the period as has been agreed by DATEX in writing.
3.7 DATEX will notify Buyer in writing of the amount of Buyer’s credit limit (inclusive of VAT/GST if any) following a request by Buyer or if DATEX deems it necessary. The credit limit may be reduced or withdrawn by DATEX at its sole discretion at any time and without prior notification to Buyer.
3.8 The Buyer’s credit limit shall be fully secured by a bank guarantee, cash security or letter of credit issued by a bank acceptable to DATEX, or such other forms of security as may be acceptable to DATEX. Any expiring security or collateral would automatically reduce the credit line by an amount equal to the expiring security/collateral.
3.9 If at any time the reliability or the financial responsibility of Buyer (or of any guarantor or other person furnishing security in support of Buyer) should, in Datex’s opinion, be or become impaired or unsatisfactory or should Buyer exceed its credit limit, then DATEX may in its absolute discretion, vary the manner and/or terms on which Buyer shall make payment for Product and /or Services or demand (additional or another form of) security from Buyer.
3.10 Time shall be of the essence in relation to all payment or repayment terms in the Agreement and any variations to those terms. If Buyer fails to make any payment under the Agreement on the date it falls due then DATEX may suspend any outstanding deliveries and/or terminate the Agreement with immediate effect at any time by notifying Buyer in writing.
3.11 At the sole discretion of DATEX, in the event the outstanding unpaid purchases of Buyer, even if not yet due and demandable, reaches the credit limit as agreed by DATEX , all subsequent purchases of Product by Buyer shall be on “pre-paid” basis, i.e. the price of the Product shall be payable by Buyer with funds cleared prior to loading. Accordingly, DATEX shall have the right to suspend and refuse deliveries to Buyer unless tender of payment is made and funds cleared.
3.12 If Buyer fails to pay its purchases within the agreed credit term, all subsequent purchases of Product by Buyer shall be on pre-paid basis, i.e. the price of the Product shall be payable by Buyer with funds cleared prior to loading of the Products. Accordingly, DATEX shall have the right to suspend and refuse deliveries to Buyer unless tender of payment is made and funds cleared.
3.13 If Buyer fails to make any payment hereunder on the date it falls due then, interest will accrue with retrospective effect from the date on which such amounts fell due up to and including the date on which payment is received by DATEX, at the rate equal to 9% (seven percent).
3.14 Buyer acknowledges that Datex’s withholding or termination of credit privileges does not constitute a constructive termination of this Agreement, nor does it relieve either Party of any duties or obligations under this Agreement.
4. Taxes
4.1 Prices charged by DATEX are in principle exclusive of all taxes and other similar indirect taxes. All such taxes incurred in connection with the supply of Products will be billed to, and paid by the Buyer.
5. Delivery
5.1 Product shall be delivered to Buyer or procured to be delivered on days, between hours and in loads of minimum and/or maximum quantity as may from time to time be prescribed reasonably by DATEX, and Buyer will request deliveries in accordance with this Agreement and shall allow reasonable time for DATEX or its contractors to deliver.
5.2 Buyer warrants and undertakes:
5.2.1. That at each bulk Delivery Point suitable bulk storage installation and safe facilities will be provided (including assistance and suitable hose connections) which comply with all applicable legal and regulatory requirements for Product delivery without risk to property and persons;
5.2.2. That for each delivery there will be sufficient ullage for Product at the Delivery Point and that any connecting hose will be properly and securely fitted to the filling point for the safe and proper reception of the quantity of Product ordered. Buyer accepts responsibility for any loss, leakage or contamination of any Product deliverable under this Agreement which may occur at the Delivery Point as a result of a breach by Buyer of its obligations under this Agreement;
5.2.3. That all storage installations will be clearly and correctly labelled with the description of the grade of Product stored and the tank capacity.
5.3 Buyer covenants and agrees that
5.3.1. It shall be liable for adhering to volume commitments as agreed in writing.
5.3.2. In consideration of Buyer’s commitment to purchase agreed volumes relating to Products from DATEX, DATEX may extend to the Buyer such commercial terms and conditions as may be mutually agreed between the Parties from time to time.
5.3.3. if rebates and discounts are provided by DATEX to the Buyer based on the Buyer purchasing volumes as committed in writing and the Buyer does not purchase the volumes committed then DATEX shall have the right to recover an amount equivalent to the discounts and rebates offered under this Agreement.
5.4 Buyer shall be responsible for the safe off-loading of its vehicles for the delivery of Product. Where Product is delivered in pallets Buyer must provide all necessary equipment for Product safe off‑loading.
5.5 When a delivery to Buyer cannot be made or is otherwise aborted as a result of Buyer’s non‑observance of any term of this Agreement, Buyer shall, on request, reimburse DATEX its costs for the aborted delivery.
6. Risk and Title
6.1 The risk in Product delivered under this Agreement shall pass to Buyer at the Delivery Point in accordance with the relevant Incoterm (Currently in force) or, if no Incoterm has been specified, as follows:
6.1.1. In the case of delivery by road tank wagon, when on discharge it passes the hose connection of the storage tank, container, receptacle, vessel or fill line (as the case may be) provided by Buyer.
6.1.2. In the case of barrel, drum or other package deliveries the risk in any Product contained in any such packages shall pass to Buyer at the time of offloading when the package is removed from the craft, vessel, wagon or car provided by DATEX for delivery of such package and, in respect of ex‑rack sales of other collection of Product, when the Product passes the hose connection to or is otherwise loaded onto Buyer’s road tank wagon at the loading rack.
6.2 Title to Product supplied shall pass to Buyer on payment of all debts due and owing by Buyer to DATEX as long as Buyer is not in default of this Agreement. Although Product supplied remains the property of DATEX under this sub‑clause, Buyer may use the Product in the ordinary course of business as long as Buyer is not in default of this Agreement.
6.3 When any payment is overdue DATEX will be entitled to enter Buyer’s premises and secure or uplift and remove Product supplied. All costs and expenses reasonably so incurred by DATEX shall be paid by Buyer.
6.4 Until such time as title in Product passes to Buyer, Buyer shall hold Product as Datex’s fiduciary agent and Bailee, and shall keep Product properly protected and insured and identified as Datex’s property.
7. Product Discrepancy
7.1 Packed Products: Buyer should inspect the Product and packaging on delivery at the Delivery Point to verify quantity and check for damage in the packaging. Buyer will be required to sign a delivery note indicating that it has inspected and accepts the Products as described on the delivery note. DATEX will not accept any returns of packed Products following signature of the delivery note for whatever reason. All return requests/ faults must be submitted to DATEX in writing by email on the address indicated by DATEX. To the extent permitted by law, DATEX will not be liable to rectify damaged Product/ short deliveries where Buyer has signed a delivery note.
7.2 Notwithstanding the above, if Product is proved to be off-specification through no fault of Buyer the limitations on returns set out in this paragraph shall not apply but the Product must be returned before the expiry of its “use by” date or if no “use by” date has been specified, within 1 months after delivery. The sole remedy of Buyer in cases of off-specification Products shall be replacement of Product at the cost of DATEX.
7.3 Bulk Products: Bulk Product returns will be accepted by DATEX if there has been a contamination of the Product by DATEX or its agents. Buyer shall be entitled at its own cost to sample the Product prior to offloading.
8. Availability
DATEX may at any time change the grade, specifications, characteristics, delivery package, brand name, or other distinctive designation of any Product, and such Product as so changed shall remain subject to this Agreement. DATEX reserves the right at any time to discontinue supplying any such Product covered by this Agreement or to substitute a different Product or grade(s) of Product. DATEX may at its option notify Buyer in advance of such change.
9. Measurement and quantity
9.1 DATEX shall be responsible for measurement of the quantity of Product delivered for the purposes of preparing accounts which shall be conclusive and binding in the absence of manifest error on the part of DATEX. Buyer is entitled to be represented at the taking of measurements for bulk deliveries if it so requests. DATEX l does not accept any responsibility whatever for discrepancies in Buyer’s tanks, dip rods or measuring devices or any discrepancy arising there from.
9.2 The quantity of bulk Product actually delivered may vary by up to 10% (either way) from the quantity ordered by Buyer. DATEX will charge the price for the quantity delivered but any load concessions agreed with Buyer for which the order might otherwise have qualified will still be applied.
9.3 In respect of deliveries of Products in packs, the quantity of Products delivered shall be determined on the basis of the quantities stated in the packages/containers by Datex’s record of the quantity of Product.
10. Health, Safety and Environment
10.1 DATEX is committed to the promotion of health and safety and to proper regard for the environment in respect of all its activities
10.2 Buyer shall ensure that all installations and equipment used with Product are installed, maintained and operated in such manner to avoid accidents which could have reasonably been anticipated and shall do everything necessary to prevent Product, used or unused, to enter drainage, sewage systems, water courses or soil.
11. DATEX Trade Marks, Specifications and Formulations
11.1 All Intellectual Property Rights, and any Branded Materials or literature supplied by DATEX in connection with this Agreement, shall be and remain the property of DATEX or the relevant DATEX Affiliate, and Buyer shall not be entitled to or claim, and shall procure that its Affiliates or agents do not claim, ownership of or any rights in the same. Buyer further acknowledges that any use or display of the DATEX Trade Marks pursuant to this Agreement shall be deemed to be use by DATEX or the relevant Affiliate of DATEX l, and furthermore that any goodwill attaching to the DATEX Trade Marks and arising out of such use or display shall accrue to and be for the benefit of, DATEX or the relevant Affiliate of DATEX. Nothing in this Agreement shall give Buyer, its Affiliates or it agents any proprietary interest in or title, claim or right whatsoever to any of the DATEX Trade Marks.
11.2 Buyer agrees that it will not perform any act that may affect or harm the good reputation of DATEX, or of any of its or their products or brands. Buyer agrees that Product bearing DATEX Trade Marks will be sold by Buyer in the form in which it is received and, in particular, Buyer will sell such Product without addition, adulteration, alteration or contamination of any kind whatsoever. Buyer further agrees not to alter the decoration or visible design of packaged Product in any way or to remove, obliterate or otherwise deface the trade marks appearing thereon. For the avoidance of doubt and without prejudice to the generality of the foregoing, Buyer shall only use the Product containers and packaging material as provided by DATEX, and shall return any used containers and advertising and packaging material to DATEX if so requested and not repackage any Product supplied in bulk.
12. Liability
12.1 Notwithstanding any other provision in this Agreement, neither Party shall be liable to the other Party under or in connection with this Agreement for loss of actual or anticipated profit, losses caused by business interruption, loss of goodwill or reputation, or any indirect, special or consequential cost, expense, loss or damage EVEN if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the Parties and whether arising from breach of contract, negligence or other tort, breach of statutory duty or otherwise.
12.2 Any indemnity or relief from or limit of liability in favor of DATEX or Buyer shall extend to and apply for the benefit of their respective Affiliates, directors, and employees.
13. Force Majeure
13.1 Neither DATEX nor Buyer shall be responsible for any failure to fulfil any term or condition of this Agreement if fulfilment has been delayed, hindered or prevented by a “Force Majeure Event” meaning any circumstance which is not within the reasonable control of DATEX or Buyer as the case may be including, without limitation, any (or the apprehension of any) strike, lockout or labor dispute (whether or not the settlement thereof shall be at the discretion of the Party in question) or any government order or restriction or compliance with any order or request of any national, supra‑national, provincial, port or any other public authority or any person purporting to act for such authority or by failure, total or in part of any of Datex’s or Datex’s suppliers’ existing or contemplated sources of supply of crude petroleum, the Product or any of them, or any other petroleum products or the means of delivery thereof howsoever such failure is caused. The Parties acknowledge that an inability to pay any sums due or other economic distress shall not be a Force Majeure Event. The performance of any obligation arising out of any contract or arrangement by which any authority, body or person as aforesaid is entitled to require crude petroleum or petroleum products shall be deemed to be compliance with an order or request as aforesaid.
13.2 Buyer shall be free to purchase from other suppliers any deficiencies of deliveries caused by the operation of this Clause but DATEX shall not be responsible for any additional cost thereby incurred by Buyer.
13.3 DATEX reserves the right to increase the price charged for any Product (whether the price was originally determined by reference to Datex’s prices or separately agreed in writing) if there is any increase in the costs incurred or to be incurred by DATEX in making the relevant supply due to factors which are beyond the control of DATEX. These factors include without limitation any increased taxes, duties, the making of any law, order, bye-law or other regulation affecting the cost of any imported items.
13.4 Notwithstanding the provisions under this Section, the Buyer shall be liable for making payment for all Products, the delivery of which has been accepted by the Buyer.
14. Termination
14.1 Without prejudice to any other rights or remedies either Party shall be entitled to terminate this Agreement summarily by written notice to the other if the other has committed a material breach of any of its obligations under this Agreement between Buyer and DATEX and the other Party has failed to remedy such breach within 14 days of a notice having been served on it by the first Party specifying the breach and requiring its rectification.
14.2 Without prejudice to any other rights or remedies DATEX shall be entitled to terminate this Agreement summarily on written notice if Buyer:-
14.2.1 is an individual or a partnership firm and is declared bankrupt, or a receiver or manager is appointed in respect of his assets, or a receiving order is made against him, or he enters into any composition or arrangement with creditors generally, or he is unable to pay his debts as they fall due; or
14.2.2 is a company and is declared bankrupt, or it makes a composition or arrangement with its creditors, or a winding‑up order is made or a resolution for voluntary winding‑up is passed in respect of it, or a provisional liquidator, receiver, administrator or manager of its business or undertaking is appointed, or a petition is presented applying for an administration order to be made in respect of it, or it is unable to pay its debts as they fall due or possession is taken of any of its assets on behalf of the holders of any debentures of such company which are secured by a floating charge, of any property comprised in or subject to the floating charge; or
14.2.3 in the circumstances set out in Clause 3.9 above or if Buyer refuses to pay in advance or to provide security within a period of 7 days after such demand is made; or
14.2.4 is a company and there is a change of ownership of its shares resulting in 50 per cent or more of the issued share capital of the company becoming legally or beneficially the property of a new owner.
14.3 On termination of this Agreement:-
14.3.1 All sums owed to DATEX shall become immediately due and payable and any and all obligations of DATEX hereunder for the sale of Product to Buyer shall cease; and
14.3.2 Orders for Product which have been accepted but have not been fulfilled by DATEX shall be cancelled at Datex’s option without any liability on behalf of DATEX.
14.4 Where Buyer is a partnership, reference in this Clause 15 to Buyer shall mean any one or more of the partners.
14.5 Upon termination of the Agreement, the rights and obligations of the Parties under the Agreement shall terminate and be of no further effect, except for those provisions that by their nature are intended to survive termination.
15. Assignment
15.1 This Agreement shall not be assigned or transferred in whole or in part by Buyer and Buyer shall not subcontract any of its obligations under this Agreement without the prior written consent of DATEX.
15.2 DATEX shall be free to assign this Agreement either in whole or in part or to sub-contract any of its obligations under this Agreement to a third-party by written notice to Buyer.
16. Waiver
The failure or delay of either Party in exercising any right, power or remedy provided by law or under this Agreement shall not affect that right, power or remedy or operate as a waiver of it. The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.
17. Amendment / Modification
No amendment or modification of any of the provisions of this Agreement or the rights or obligations of the Parties shall be valid unless it is agreed in writing by and is signed on behalf of each of the Parties, and specifically refers to this Agreement.
18. Invalidity
If at any time any provision of this Agreement is or becomes illegal, invalid, void or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
19. Change in Management/Control/Merger of Buyer
19.1 Buyer shall inform DATEX within a period of at least thirty (30) days prior to the occurrence or effectivity of a transfer of ownership (actual or beneficial) of the Buyer and/or change of management of the Buyer.
19.2 In the event that Buyer are merged into or consolidated into a new entity, it is understood that the surviving company and/or the new entity shall continue with this Agreement, and honor Buyer’s obligations hereunder, such that it were an original party hereto.
19.3 Buyer shall ensure that the new owners and/or management shall honor this Agreement, including any and all obligations that have been incurred by the Buyer thereunder, under the same terms and conditions.
19.4 In the alternative, DATEX shall have the right to require Buyer to liquidate all their outstanding obligations (regardless of the period previously granted, it being expressly understood by the Buyer that they will lose the right to avail of the period previously granted to pay such obligations in the event of a change of control and/or management, and/or merger and/or consolidation).
20. Confidentiality
20.1 DATEX and buyer will not, without the prior written consent of the other and except as required by applicable law, either (a) disclose the other’s proprietary or commercially sensitive information, including but not limited to data, maps, records, reports, drawings, specifications, formulations, technical information, and computer programs/software concerning either Party’s operations, processes or equipment (“Confidential Information”) to anyone other than those officers, employees, agents, Affiliates or subcontractors who need to know it in connection with this Agreement and who have agreed to be bound by these obligations of confidentiality or (b) use the other’s Confidential Information for any purpose other than in furtherance of this Agreement.
20.2 The obligations of Clause 20.1 shall be applicable for a period of three (3) years after the Confidential Information in question has been disclosed to or obtained by the receiving Party or until such information:
20.2.1has become part of the public knowledge or literature without default on the part of the receiving Party; or
20.2.2is lawfully known by the receiving Party without binder of secrecy at the time of receipt hereunder; or
20.2.3has been disclosed to the receiving Party by a third-party (other than one disclosing on behalf of the other Party) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same; or
20.2.4is developed by the receiving Party independently from Confidential Information received or obtained hereunder.
20.3 In the event the receiving Party is required by applicable law or governmental process to disclose any Confidential Information of the other Party, the receiving Party shall provide prompt notice to the disclosing Party of such requirement to allow the other Party the opportunity to seek an appropriate protective order.
20.4 Upon expiration or termination of this Agreement the receiving Party shall deliver to the disclosing Party all copies in its possession of any Confidential Information obtained from or supplied by (or on behalf of) the disclosing Party.
20.5 In the event that either Party acquires information about the other’s customers or products made or supplied by or on behalf of such Party in the course of visits or otherwise, such information shall be considered Confidential Information and shall be subject to the terms of this Clause.
20.6 The Parties wish to keep the existence and terms of this Agreement confidential and to this end each Party will, subject to applicable law or stock exchange requirements, use its reasonable endeavors not to disclose the existence of this Agreement to a third-party other than its Affiliates, professional advisors and financiers.
21. Governing Law and Jurisdiction
21.1 This Agreement and any dispute or claim of whatever nature, whether contractual or non-contractual, arising out of or in connection with it shall be exclusively governed by and interpreted in accordance with the law of the UAE. In relation to any legal action or proceedings arising out of or in connection with this Agreement (whether arising out of or in connection with contractual or non-contractual obligations), each of the Parties irrevocably submits to the jurisdiction of the UAE courts.
22. Export regulations
22.1 Buyer undertakes to: to (i) obtain any and all import licenses and government approvals that may be necessary together with any approvals and consents required for the distribution and resale of Products by the Buyer, (ii) comply with all registration requirements in the area of operation of the Buyer, (iii) obtain such approvals from banking and any governmental authorities as may be necessary to guarantee payment of all amounts due hereunder to DATEX in the agreed currency, (iv) comply with any and all governmental laws and regulations and relevant international laws, including in respect of any embargoes and/or sanctions prevailing at the relevant time, including any laws, regulations or orders that govern or affect the ordering, export, re-export, diversion, trade, use, shipment, import, transportation, storage, sale (including government procurement) delivery or redelivery of the Products in the in the area of operation of the Buyer and any requirement to be registered as Datex’s independent distributor with any governmental authority and (v) not export, re-export, divert, trade, ship, import, transport, store, sell, supply, deliver or re-deliver, whether directly or indirectly, any of the Products to or for end use in any Prohibited Country or by any entity associated with any Prohibited Country
22.2 Buyer shall furnish DATEX with such documentation as DATEX may request to evidence Buyer’s compliance with this Clause and that controls are in place which actively support such compliance and agrees that it shall not engage in any course of conduct that, in Datex’s reasonable belief, would cause DATEX to be in violation of the laws of any jurisdiction. In this Clause 22, “Prohibited Country” means a country on the following list of countries: Cuba, Iran, Sudan, Syria, Myanmar (Burma), North Korea and Libya, as such list may be amended by DATEX from time to time by notice to Buyer.
23. Datex’s Mission, Vision & values
23.1 The DATEX Mission, Vision and Values and the Health, Safety and Environment policy are displayed on Datex’s website www.datexenergy.com. Buyer and its officers, employees and agents shall use their best endeavors to ensure that their performance of this Agreement shall not cause DATEX to be in breach of these objectives.
23.2 Buyer and DATEX will base their relationship on mutual respect, honesty, and integrity.
23.3 The Parties shall comply with all applicable (including without limitation, health, safety, security and environment) laws, governmental rules, regulations and orders.
24. Survival
Expiration or termination of this Agreement shall not relieve either Party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which by their nature should survive shall remain in effect after termination or expiration of this Agreement.
