These Conditions apply to any Customer that places an order with BT Business Direct Limited. By placing an order with BT Business Direct Limited the Customer agrees to be bound by these Conditions of Sale.
BT BUSINESS DIRECT CONDITIONS OF SALE
2. Provision of Equipment
4. Customer's Obligations
5. Risk and Ownership
9. Changing the Contract
10. Ending the Contract
11. Limitation of Liability
12. Intellectual Property and Confidentiality
13. General Terms
- Matters beyond Reasonable Control
- Escalation and Dispute Resolution
- Transfer of Rights and Obligations
- Entire Agreement
- Rights of Third Parties
- Non Solicitation
- Law and Jurisdiction
- Data Protection
- Customer's Instructions
- WEEE Regulations
1.1 In the Contract the following terms have the meanings shown next to them:
||means an event where bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer's assets or the Customer goes into liquidation or a corresponding event under Scottish Law.
|BT Business Direct
||means BT Business Direct Limited whose registered office is at Alpha Beta House, Enterprise Park, Horwich, Bolton, BL6 6PE.
||means these Conditions of Sale.
||means this agreement for the provision of any Equipment and/or Installation services between BT Business Direct and the Customer comprising in order of precedence:
the Order Form;
the Conditions; and
any other documents and terms expressly incorporated into the Contract
||means the person with whom BT Business Direct contracts to supply the Equipment and/or Installation services.
||means each item of equipment, including any Software, as specified on the Order Form.
||means a subsidiary or holding company including a holding company, or a subsidiary of any such holding company, all as defined by Section 1 of the Companies Act 2006 and as subsequently re-enacted.
||means the installation of Equipment, as specified on the Order Form.
|Intellectual Property Rights
||means any patent, petty patent, registered design, copyright, design right, database right, rights in designs, invention, semiconductor topography right, know-how, or any similar right exercisable in any part of the world and including any applications for the registration of any patents or designs.
||means the document that sets out the provision of Equipment and/or the Installation of the Equipment to be supplied under the Contract.
||means the place at which the Equipment is delivered, kept or installed and/or where Installation is to be undertaken.
||means any software and associated written and electronic documentation and data provided by BT Business Direct under the Contract.
- PROVISION OF EQUIPMENT AND INSTALLATION
2.1 Site Preparation and Access
2.1.1 The Customer agrees to prepare the Site according to any instructions BT Business Direct may give. The Customer agrees to provide BT Business Direct with reasonable access to the Site for the purposes of the Contract.
2.1.2 The Customer will obtain any permissions needed, including permission for any changes to the Site.
2.1.3 The Customer and BT Business Direct will meet each other's reasonable safety and security requirements when on the Site. If the Customer or BT Business Direct damages the other's equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use.
2.1.4 The Customer is responsible for making the Site good, after any work undertaken by BT Business Direct at the Site, including putting items back and for re-decorating.
2.2 Delivery and Installation
2.2.1 BT Business Direct will use its reasonable endeavours to supply and, when ordered, complete the Installation and/or configuration of the Equipment by any date agreed with the Customer, but all dates are estimates.
2.2.2 If the Customer delays or prevents the delivery of the Equipment or the Installation, then BT Business Direct may apply reasonable additional charges and/or claim a reasonable extension to any date agreed under clause 2.2.1. BT Business Direct will notify the Customer in writing of any additional charges, which the Customer will pay directly to BT Business Direct.
2.2.3 The Customer will take delivery of and sign for the Equipment on the date of delivery as notified by BT Business Direct. On the day of delivery the Customer will notify BT Business Direct if:
(a) the quantity of packages delivered is different to the quantity shown on the delivery note; and
(b) there is any damage to the packages or boxes.
Upon delivery the Customer will be asked to sign a delivery note by our appointed courier confirming the delivery of the Equipment. If the quantity of packages delivered is different to the quantity shown on the delivery note or there is any damage to the packages or boxes, then the Customer should write the word "unchecked" on the delivery note.
2.2.4 The Customer must notify BT Business Direct in writing of any damage to any of the Equipment (other than damage caused by any act or omission by the Customer) or any other discrepancy in the Equipment (including any faults in the Equipment and/or quantity of the Equipment) delivered within 5 working days from the date of delivery. Such notification should include model and part numbers of affected Equipment and identity of any software application.
2.2.5 Subject to clause 7, BT Business Direct shall have no further liability to the Customer where the Customer has not notified BT Business Direct as set out in clause 2.2.4.
2.2.6 Where there is a delay in the delivery of the Equipment or part of the Equipment, BT Business Direct may propose to the Customer a substitution of another product of a similar specification to the Equipment or part of the Equipment.
2.2.7 Whilst BT Business Direct will endeavour to ensure that the Equipment corresponds in every respect to any description, sample, specification, design features, or colour given, BT Business Direct will not be liable for any minor variations in the Equipment.
2.2.8 BT Business Direct may (at its option) make part shipments for the delivery of the Equipment.
2.3.1 The Customer shall follow BT Business Direct's instructions when returning Equipment to BT Business Direct. The Customer will ensure that Equipment is returned in "as new condition", in its original packaging and that the seal is not broken for any software, unless otherwise agreed by BT Business Direct in writing or if the software is faulty. BT Business Direct may at its option either reject any returns that are not in accordance with its instructions or that are incomplete, or charge a restocking fee.
2.3.2 Unless otherwise stated, the Customer will be responsible for the risk and cost of all outward and return carriage and insurance of all Equipment returned by the Customer. The onus of proof of safe delivery to BT Business Direct will rest with the Customer. In the event that no fault is found in the returned Equipment, BT Business Direct may charge the Customer a twenty five per cent restocking charge, provided that the Equipment is in original "as new condition".
2.3.3 BT Business Direct will raise a credit note for all returns that are not rejected in accordance with clause 2.3.1.
2.3.4 BT Business Direct's sole liability for incomplete or damaged Equipment on arrival will be to replace the Equipment at its own expense.
3.1 If BT Business Direct provides Installation services, BT Business Direct may test the Equipment to ensure that it is ready for use in accordance with its established test procedures or programmes. Acceptance of the Equipment by the Customer will take place on the earlier of:
(a) the date when BT Business Direct notifies the Customer that the Equipment has passed BT Business Direct's tests and is ready for use; or
(b) the date when the Customer begins to use the Equipment; or
(c) 5 days from the initial agreed date of delivery (where the Customer delays installation or re-schedules delivery) or 5 days after the date of delivery.
3.2 Subject to clause 2.2.4, if BT Business Direct does not install the Equipment, acceptance of the Equipment by the Customer will take place when the Customer takes delivery or possession of the Equipment.
4. CUSTOMER'S OBLIGATIONS
4.1 Until it has paid for the Equipment, the Customer will:
(a) keep the Equipment safe and only use it in accordance with any instructions BT Business Direct may give;
(b) only use or allow the Equipment to be used for any purpose for which it is designed;
(c) not claim to be owner of the Equipment and use its reasonable endeavours to ensure that the owner of the Site will not claim ownership of the Equipment, even if the Equipment is fixed to the Site;
(d) indemnify BT Business Direct against all claims and proceedings arising from the Customer's use of the Equipment or if the Equipment is stolen or damaged as a result of the Customer's negligence or gross misconduct. The Customer will keep BT Business Direct informed of anything which may affect the rights of BT Business Direct, or involve BT Business Direct in any proceedings, loss or liability.
4.2 Where requested by BT Business Direct, Customer will promptly:
(a) supply BT Business Direct with configuration details in written format confirming the Customer's exact requirements; and
(b) provide BT Business Direct with all necessary information and assistance with regard to any aspect of the Equipment;
BT Business Direct may apply reasonable additional charges and/or claim a reasonable extension to any date agreed under clause 2.2.1 if the Customer does not respond promptly to BT Business Direct's request. BT Business Direct will notify the Customer in writing of any additional charges, which the Customer will pay directly to BT Business Direct.
4.3 The Customer may not resell, rent, lease or otherwise distribute Equipment outside the EU or European Free Trade Area (EFTA) without the written consent of BT Business Direct.
4.4 The Customer shall notify BT Business Direct of any claimed or suspected defects in the Equipment, any violations of the manufacturer's or BT Business Directs rights, including under end user licence agreements for the Equipment, or any claims or proceedings concerning the Equipment.
4.5 The Customer must leave all notices, labels, packaging, warranties, disclaimers and licence agreements intact as shipped to them.
4.6 Except as may be agreed in writing by BT Business Direct, nothing in this Contract confers any rights on the Customer, its agents, employees or contractors to use either the manufacturer's or BT Business Directs IT's logos, trade marks or other intellectual property associated with such parties.
5. RISK AND OWNERSHIP
5.1 Where the Contract includes delivery or Installation, risk passes to the Customer on delivery of the Equipment, but the Customer will not be liable for any loss or damage that is caused by BT Business Direct's negligence.
5.2 Where the Contract does not include delivery or installation risk passes to the Customer when the Customer takes possession of the Equipment.
5.3 Ownership of the Equipment, (except for the Intellectual Property Rights) will pass to the Customer on payment in full of the charges as detailed on the Order Form.
5.4 Until payment in full:
(a) the Equipment will appear in the Customer's books in the name of BT Business Direct; and
(b) in the event of Bankruptcy or threatened seizure of the Equipment, the Customer will immediately notify BT Business Direct and BT Business Direct may take action to repossess the Equipment. The Customer will also notify interested third parties of BT Business Direct's ownership of the Equipment.
6.1 The parties acknowledge that these Conditions prevail over any terms and conditions where the Customer's purchase order constitutes the Order Form.
7.1 BT Business Direct shall pass on to the Customer the benefits of any warranty or guarantee that it has obtained from its supplier on the same terms, provided that:
(a) the Customer has accepted and paid in full for the Equipment;
(b) the Equipment has been properly kept, used and maintained in accordance with the manufacturer's or BT Business Direct's instructions, if any, and has not been modified except with BT Business Direct's or manufacturer's written consent; or
(c) the fault is not due to accidental or wilful damage; interference with or maintenance of Equipment by persons other than BT Business Direct.
7.2 This guarantee does not cover fair wear and tear.
7.3 If the Customer reports a fault and BT Business Direct finds there is none or that the Customer has caused the fault, then BT Business Direct may apply a charge.
7.4 Except where the Customer relies on BT Business Direct's written advice, it is the Customer's responsibility to satisfy itself as to the suitability of Equipment for its needs.
7.5 BT Business Direct does not warrant that the Software supplied under the Contract will be free of all faults or that its use will be uninterrupted. BT Business Direct will pass on to the Customer the benefits of any warranty or guarantee that it has obtained from the Software supplier on the same terms.
7.6 BT Business Direct will use its reasonable endeavours to remedy any faulty work that it has done provided that the Customer notifies BT Business Direct in writing of the fault within seven days after the work has been completed.
8. CHARGES AND PAYMENT
8.1 The charges are as detailed on BT Business Direct's invoice or as stated on its Website. BT Business Direct reserves the right to vary its charges upwards in accordance with market conditions prior to delivery of the Equipment being made. The Customer agrees to pay the charges using any of the payment methods specified by BT Business Direct.
8.2 Unless the Customer has purchased Equipment through the Website, then BT Business Direct will send invoices for any charges to the address as set out in the Order Form unless otherwise notified by the Customer to BT Business Direct.
8.3 Unless otherwise stated, charges:
(a) do not include delivery or installation or configuration.
(b) are exclusive of VAT which is chargeable at the applicable rate.
8.4 As part of its credit management procedures BT Business Direct may require the Customer to pay a deposit and/or may check the Customer's details with a fraud prevention/credit vetting agency. If the Customer provides information that BT Business Direct reasonably believes to be false or incorrect and BT Business Direct suspects fraud, then BT Business Direct may record this information with a fraud prevention agency. BT Business Direct and other organisations may use and search this information.
8.5 Unless, Equipment is purchased through the Website, then payment is due 30 days from the date of the invoice unless otherwise agreed in writing. If Equipment is purchased through the Website, then payment is due when the order is placed, unless otherwise stated or agreed with BT Business Direct.
8.6 In the unlikely event that the charges for any Equipment displayed on the Website are incorrect, or have been increased by the manufacturer, then BT Business Direct will not be obliged to sell that Equipment at the original charges. In the event that the Customer has already placed an order then BT Business Direct will give the Customer the option of reconfirming their order at the revised charges or cancelling their order. If the Customer cancels its order and the Equipment has already been paid for, then BT Business Direct will refund the Customer.
8.7 Disputed Bills
8.7.1 If the Customer disputes any charge on an invoice the Customer will notify BT Business Direct in writing within 14 days of the date of the bill with all relevant information. Where the disputed amount is:
(a) less than 5% of the total bill, the Customer will pay the full amount of the bill; or
(b) more than 5% of the total bill, the Customer must pay the amount not in dispute.
Any disputes will be resolved promptly and the resolved amount if any is payable immediately. In the event that a dispute on an invoice is not raised within the aforementioned 14 day period, then the Customer is obliged to pay that invoice in full.
8.8 Late Payment
8.8.1 If BT Business Direct does not receive payment by the due date, BT Business Direct may charge the Customer daily interest on late payments at a per annum rate equal to 7% above the base lending rate of the European Central Bank for the period beginning on the date on which payment is due and ending on the date on which payment is made.
8.8.2 If the Customer does not pay any invoice, BT Business Direct may instruct a debt collection agency to collect payment (including any interest) on its behalf. If BT Business Direct instructs a debt collection agency, the Customer must pay BT Business Direct an additional sum to cover the reasonable costs incurred by BT Business Direct in instructing the debt collection agency.
8.8.3 If any sum owed by the Customer to BT Business Direct under the Contract or any other contract the Customer has with BT Business Direct is not paid by the due date, BT Business Direct may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with BT Business Direct.
9. CHANGING THE CONTRACT
9.1 The Contract cannot be varied without the written agreement of the parties.
10. ENDING THE CONTRACT
10.1 BT Business Direct may end the Contract with no liability to the Customer at any time by giving notice to the Customer:
(a) before BT Business Direct delivers the Equipment or the Customer takes possession of the Equipment on 7 days written notice to the Customer;
(b) if a manufacturer or distributer withdraws and/or declines to take an order for the Equipment from BT Business Direct;
(c) with immediate effect if the Customer:
(i) breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by BT Business Direct to do so; or
(a) cancel an order prior to delivery by giving notice to BT Business Direct in writing and if so agrees to pay BT Business Direct's compensatory cancellation charge which may include:
(i) BT Business Direct's charges for order processing and management; and/or,
(ii) BT Business Direct's charges for Equipment returns; and/or
(iii) The full charges for the Equipment and any Software; and/or
BT Business Direct will try to keep such charges to a minimum.
(iv) Where the Customer orders Installation, then BT Business Direct will apply charges as follows:
|Notice period prior to installation|| || ||Cancellation charge|
|10 days or more
|5 - 9 days
||50% of the charges due
|4 days or less
||100% of the charges due
(i) BT Business Direct materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Customer to do so; or
(ii) insolvency proceedings are brought against BT Business Direct or BT Business Direct makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of BT Business Direct's assets or BT Business Direct goes into liquidation or a corresponding event under Scottish Law.
11. LIMITATION OF LIABILITY
11.1 Neither the Customer nor BT Business Direct excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.
11.2 Subject to Clause 11.1, neither party shall be liable to the other or to any third party, whether in contract, tort, under statute or otherwise (including in each case negligence) for any of the following types of loss or damage arising under or in relation to the Contract or any part of it:
(a) any loss of profits, business contracts, anticipated savings, goodwill, or revenue; and/or
(b) any loss or corruption or destruction of data; and/or
(c) any special, indirect or consequential loss or damage whatsoever.
whether or not that party was advised in advance of the possibility of such loss or damage.
11.3 Subject to clauses 11.1, and 11.2, the Customer and BT Business Direct accept liability to the other in contract, tort (including negligence) breach of statutory duty or otherwise for direct loss to a value not to exceed:
(a) £1,000,000 for loss of or damage to physical property; and
(b) for all other loss or damage, the greater of either
(ii) 125% of the amounts paid by the Customer under the Contract.
11.4 Clause 11 will not apply to any obligation to pay charges.
11.5 Subject to paragraph 7 and with the exception of the condition and warranties implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, BT Business Direct excludes all conditions, warranties, terms and undertakings express or implied, statutory or otherwise in respect of the provision of Equipment.
11.6 Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.
12. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
12.1 Except as expressly set out in the Contract, the Customer and BT Business Direct do not acquire any rights or licences to the other's Intellectual Property Rights.
12.3 Except as permitted by applicable law or as expressly permitted under the Contract the Customer must not, without BT Business Direct's prior written consent, copy, de-compile or modify any Software, copy manuals or documentation or permit anyone else to do so.
12.4 Except to the extent any disclosure is required by law BT Business Direct and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer and BT Business Direct will not, without the consent of the other, disclose such information to any person other than:
(a) their Group Company employees or professional advisers who need the information in order for the Customer or BT Business Direct to fulfil its obligations under the Contract; or
(b) in the case of the Customer, its employees to the extent necessary to use the Equipment;
(c) in the case of BT Business Direct, the employees or professional advisers of its suppliers who need the information in order for BT Business Direct to fulfil its obligations under the Contract.
Information that BT Business Direct holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include BT Business Direct sharing such information with third party companies.
12.5 Information will not be treated as confidential if it is:
(a) in the public domain other than in breach of the Contract; or
(b) lawfully in the possession of the Customer or BT Business Direct before disclosure has taken place; or
(c) obtained from a third person who is free to disclose it; or
(d) replicated independently by someone without access or knowledge of the Information.
12.6 Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by BT Business Direct in connection with the Contract the Customer will:
(a) notify BT Business Direct immediately of the request; and
(b) give BT Business Direct at least five working days to make representations.
13. GENERAL TERMS
13.1 Matters Beyond Reasonable Control
(a) If the Customer or BT Business Direct is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, epidemic, pandemic, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing.
(b) If any of the events detailed in clause 13.1(a) continue for more than three months the Customer or BT Business Direct may end the Contract in whole or part by written notice to the other.
13.2 Escalation and Dispute Resolution
(a) BT Business Direct will try to work through any dispute that the Customer may have with BT Business Direct. If this does not resolve the dispute then the Customer may refer the matter to the relevant dispute resolution service as set out in clause 13.2(b).
(b) Any dispute must be raised in writing with the Customer's or BT Business Direct's representative as appropriate giving all relevant details including the nature and extent of the dispute. The Customer and BT Business Direct will use reasonable endeavours to resolve any dispute as follows:
(i) a dispute which has not been resolved by the Customer's or BT Business Direct's representative within 14 days of being raised may be referred by the Customer or BT Business Direct to the first level by written notice to the other; and
(ii) if the dispute is not resolved at the first level within 14 days of referral, the Customer or BT Business Direct may refer the dispute to the second level by written notice to the other.
The Customer's and BT Business Direct's representatives at the first and second levels are as notified by the Customer and BT Business Direct to the other from time to time.
(c) Nothing in this clause 13.2 shall prevent the Customer or BT Business Direct from exercising any rights and remedies that may be available in respect of any breach of the provisions of the Contract.
13.3 Transfer of Rights and Obligations
The Customer and BT Business Direct may not transfer any of their rights or obligations under the Contract without the written consent of the other, except that:
(a) The Customer may transfer its rights or obligations or both to a Group Company with the written consent of BT Business Direct, such consent not to be unreasonably withheld or delayed; and
(b) BT Business Direct may transfer its rights or obligations or both to a Group Company without consent provided that it notifies the Customer that it has done so.
If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.
Subject to clause 12.2, will survive the termination or expiry of the Contract and clauses 12.4 and12.5 will survive the termination or expiry of the Contract for two years.
(a) The Contract contains the entire agreement between the Customer and BT Business Direct and replaces all previous written or oral agreements relating to its content.
(b) The Customer and BT Business Direct agree that:
(i) they have not been induced to enter into the Contract by, nor have they relied on, any statement, representation, warranty or other assurance not expressly incorporated; and
(ii) in connection with the Contract their only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.
(c) The terms of clauses 13.6(a) and 13.6(b) will not affect the rights or remedies of the Customer and BT Business Direct for any fraudulent misrepresentation.
(d) If this Contract contains any obvious error, this Contract will be varied to reflect the true intent of the parties.
A failure or delay by the Customer or BT Business Direct to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or BT Business Direct waives a right or breach of the Contract, that waiver is limited to the particular right or breach.
13.8 Rights of Third Parties
A person who is not the Customer or BT Business Direct (including an employee, the officer, agent, representative or subcontractor of the Customer or BT Business Direct) has no right under Contracts (Rights of Third Parties Act 1999) to enforce any term of the Contract. This does not affect any right or remedy that exists or is available apart from that Act.
Notices given under the Contract must be in writing and delivered to the following addresses:
(a) to BT Business Direct at the address shown on the invoice or any address (including email address) which BT Business Direct provides to the Customer for this purpose; or
(b) to the Customer at the address to which the Customer asks BT Business Direct to send invoices, the address of the Site or, if the Customer is a limited company, its registered office or its email address.
This clause does not apply to notices given under clause 8.2.
The Customer agrees that for such period from the conclusion of this Contract it shall not solicit for employment, nor employ, whether as employee or independent contractor, any personnel or sub-contractor who is subject to such a restriction for as long as the restriction remains valid.
13.11 Law and Jurisdiction
The Contract is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.
The Customer and BT Business Direct will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. The Customer and BT Business Direct will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.
13.13 Customer's Instructions
BT Business Direct may take instructions, and receive acknowledgment for delivery of the Equipment, from a person whom it thinks, with good reason, is acting with the Customer's permission.
The Customer shall be responsible, pursuant to Regulation 9 of the Waste Electrical and Electronic Equipment Regulations 2006 ('the WEEE Regulations') for the costs of collection, treatment, recovery, and environmentally sound disposal of any equipment supplied under this Contract which has become waste electrical and electronic equipment. BT Business Direct and the Customer acknowledge that for the purposes of Regulation 9 this paragraph shall be an agreement stipulating other financing arrangements for the collection, treatment, recovery, recycling and environmentally sound disposal of WEEE. The Customer shall be responsible for any information recording or reporting obligations imposed by the WEEE Regulations. The Customer shall indemnify and hold harmless BT Business Direct against all losses, costs, damages, expenses, liabilities and claims caused to and made against BT Business Direct which would not have been caused or made had the Customer fulfilled its express or implied obligations under this Clause or in connection with the WEEE Regulations.
The Parties acknowledge that Equipment, and technical information (including, but not limited to, service, technical assistance and training) provided under this Contract may be subject to export laws and regulations of other countries, and any use or transfer of the such Equipment, and technical information must be in compliance with all applicable regulations and international trade sanctions. The Parties will not use, distribute, transfer, or transmit the Equipment, or technical information (even if incorporated into other products) except in compliance with all applicable export regulations and trade sanctions. If requested by either Party, the other Party also agrees to sign written assurances and other export-related documents as may be required to comply with all applicable export regulations.