It is strictly prohibited to use Hanking products and services for military or defense applications and the customer undertakes responsibility not to sell purchased goods from Hanking to any arms embargo countries. Export to the following countries is strictly prohibited: Cuba, Iran, Iraq, Libya, Sudan, North Korea, Russia or Syria. Diversion, use, export or re-export contrary to United States law is prohibited. In addition, products may not be exported or re-exported to entities and persons that are ineligible under U.S. law to receive United States commodities, technology and/or software. Sample or engineering parts may not be returned. Regular products may be returned under Hanking’s general warranty. All quotations are considered confidential and are not to be shared with any third party unless included in a Non-Disclosure agreement.  Receipt of this quotation signed shall constitute as acceptance of Hanking’s quoted price, terms and conditions and will be invoiced accordingly. Title and risk of loss transfer to Buyer when Seller tenders the goods to a common carrier at the Seller designated location for shipment to Buyer.  

Hanking Electronics Italia SRL


Updated 4/8/2020 Version 1.01

The offer and sale of products by Hanking Electronics Italia S.r.l (here in after referred to also as “HEI”) are ruled by the herein General Terms and Conditions of sale, unless otherwise specified in writing by the parties.

The buyer is requested to carefully read the General Terms and Conditions before placing any order. By sending an order, the buyer explicitly accepts the herein General Terms and Conditions.


The term “Seller” refers to HEI and/or its affiliate companies.

The term “Buyer” refers to the party placing the purchase order to the Seller.

The term “Parties” refers to Seller and Buyer jointly.

The term “Specification” as used herein shall mean the set of functional features and electrical, thermal and mechanical characteristics and limitations of products set forth in Seller’s published datasheets at time of sale.

The term “Products” as used herein refers to Micro Electro-Mechanical Systems (MEMS) devices.

The term “Software” as used herein means goods that are software, including, without limitation, software embedded in Seller goods, standalone software and downloadable software.

The term “General Terms and Conditions” refers to the General Terms and Conditions of sale provided here in after.


The General Terms and Conditions provided herein apply to all Seller’s quotations and purchase orders placed by Buyer to the Seller. Conditions of purchase, proposals and / or in general any other terms and conditions of the Buyer will not be applicable. In case terms and conditions provided hereinafter conflict with any terms and conditions of the Buyer’s order or cover matters not addressed in Buyer’s documentation, the General Terms and Conditions shall prevail.

Seller’s failure to object to provisions contained in any communication from Buyer will not be deemed a waiver of the provisions accepted by the Buyer and provided by the General Terms and Conditions.

From time to time, Seller may reserve the right to accept certain of Buyer’s terms and conditions of sale by signing Buyer’s proposed sale agreement. If such acceptance is preceded or accompanied by Seller’s interpretation of Buyer’s terms and conditions, such interpretation shall rule the construction or interpretation of the meaning of Buyer’s terms and conditions.


The purchase agreement between the Parties shall be considered reached with the Seller’s confirmation of the order placed by the Buyer (here in after “Order Confirmation”).

After the Order Confirmation, the purchase agreement is binding and effective for both Parties at the conditions provided by the General Terms and Conditions.

The Order Confirmation shall be submitted in writing (email or fax) to the Buyer within 8 working days.


Prices are established by the Seller in accordance with the current labour, material and general costs, at the date of the Order Confirmation, independently of any quote provided by the Buyer in the order.

Subject to the provisions hereof, all prices submitted by the Seller are firm for 30 days from the date of the quotation unless indicated differently.

After 30 days the prices may be subject to variation and will be communicated to the Buyer in due course. Before the delivery of the products, in case of significant increase of the costs of the raw material, metals or any other related production costs, the Seller may adjust the prices informing the Buyer accordingly.

Prices indicated in the Order Confirmation apply only if the quantity ordered is released within 12 months and shipments scheduled no more than 12 months from the date Seller received Buyer’s order. Otherwise, the Seller undertakes to immediately communicate any variation in prices to the Buyer and Seller’s standard prices, effective at the date of receipt of the products by the Buyer, shall apply and the Buyer shall pay the difference in price, if any.


Any tax, government charge, duties, custom fees, levies, brokerage fees or any charge imposed by any public authority applicable to the Products sold now imposed or hereafter becoming effective, except for Seller’s franchise taxes and taxes on Seller’s net income, shall be added to the sale price if Seller has the legal obligation to collect or pay them, and shall be paid by Buyer unless Buyer provides Seller with a proper tax-exemption certificate.


Unless expressly specified otherwise on the Order Confirmation, where Seller has extended credit to Buyer, terms of payment shall be 30 days from the date of Seller’s invoice.

Payments shall be in Euro unless otherwise agreed in writing.

In case the Seller has extended credit to Buyer, the amount of credit may be changed or withdrawn by the Seller at any time without prior notice. Buyer fails to make payment for delivered Products, or if, in Seller’s opinion, a change in Buyer’s financial condition or other circumstances has created reasonable concerns as to Buyer’s credit worthiness, Seller may at any time limit or cancel any credit or discount granted to the Buyer.

In case of any non-payment by the Buyer within the agreed terms:

i) default interest will be charged to the Buyer in an amount equal to the ECB reference rate increased by 4 points / pursuant to Legislative Decree 231/2002; ii) the Seller may immediately terminate the contract by written communication to be sent by certified email and/or courier to the Buyer according to the art. 1456 c.c., without any prejudice to the compensation for damages and also suspend the execution of any other contracts with the Buyer until full payment of the amount due, interest on arrears included.

If the payment of the Products is in installments, the failure or delayed payment of even one installment will result in the forfeiture of the term benefit for the Buyer for subsequent installments and the Seller will have the right to request the Buyer for immediate payment of invoices or overdue installments and also of invoices and / or installments not yet overdue. If the contract is cancelled due to the Buyer’s non-fulfilment, it is understood that the down-payment or any instalments paid will be held by the Seller as indemnity.

As per all that is foreseen in this article, the Seller maintains its indisputable right to a total claim for damages.


Transfer of title shall take place upon delivery Ex-Works (Incoterms 2010) at Seller’s designated facility unless otherwise specified by Seller.

All risks relating to the purchased products are transferred to the Buyer: i) from the moment of delivery of the purchased products to the first transporter, regardless of the agreed or subsequently modified delivery time, or ii) regardless of the agreed transport conditions, within three days from day on which the products are placed at the Buyer’s disposal by the Seller.

The delivery schedule of the products indicated in the Order Confirmation must always be considered merely indicative and not binding for the Seller if otherwise agreed. Seller will use commercially reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer’s requested delivery schedule but shall not be liable to Buyer for failure to meet any delivery schedule. In the event of a delay in the delivery of the purchased Products, the Seller will not be liable to compensate any direct and / or indirect damage suffered by the Buyer or by his third parties, resulting from the delayed delivery. The Buyer will not be able to cancel the order or delay the payment of the price within the agreed deadlines, due to the delayed delivery.

Seller shall not be liable for delay in performance or failure to perform in whole or in part the terms of this Agreement due to causes beyond its reasonable control, including, without limitation, strike, labor disputes, shortages of material, war, riot or civil commotion, acts of the public enemy, insurrection, sabotage, fire, flood, including trade embargos or medical quarantines, judicial actions or any other cases of force majeure. In this case Seller will inform promptly the Buyer in writing of the delay and the reason thereof. In case such delay shall continue for more than 120 days from the start of the cause of delay, Seller shall be entitled to cancel all, or any part of the impacted orders previously confirmed, without any liability of Seller to Buyer.

Seller reserves the right to make deliveries in installments. The terms and condition of the delivery are detailed in the Order Confirmation.

Seller reserves the right to allocate deliveries among its various customers under any circumstances.

Delays or changes in schedules due to Buyer directed actions are subject to price adjustments.

For shipments outside of Italy, Seller shall make the Products available at its shipping dock for pickup by Buyer or Buyer’s designee, unless otherwise agreed, and Buyer shall be responsible for all shipping charges, including freight, insurance, taxes, import duties and any other related charges. In case the Parties agree that Seller shall select the method of transportation and the carrier:

(i) Seller shall pay for the freight charges to bring the Products to the named destination; provided that Buyer shall reimburse Seller for all (or a portion of) such costs as set forth in the applicable invoice issued by Seller to Buyer,

(ii) Buyer shall pay for all insurance, taxes, import duties and any other related charges, and

(iii) Buyer shall be responsible for carrying out all customs formalities to import the goods, including acting of record and paying any applicable costs and expenses incurred in connection therewith.

For shipments to Italy, Seller shall make the Products available at its shipping dock for pickup by Buyer or Buyer’s designee and, unless otherwise stipulated by Seller in the applicable sales order acknowledgement or other shipping documentation:

(i) Buyer shall select the method of transportation and the carrier, and

(ii) Buyer shall be responsible for all shipping charges, including freight, insurance, taxes, import duties.


Buyer shall notify Seller upon receipt of Products of all discoverable defects, including quantity shortages, incorrect product, and visible defects, but no later than 30 days from the receipt.

The Buyer shall report the defect through a suitable written notice via certified email and /or courier express, other means will not be considered valid.

In the event that Buyer does not either complete final inspection and accepts the Products or present a rejection notice to Seller in writing after 30 days of the delivery, the Products shall be conclusively deemed accepted. No return of Products will be accepted by Seller in case the Seller did not send to the Buyer a prior email where the Seller expressly authorizes and confirms such return. Returned Products shall be contained in original manufacturer’s shipping cartons complete with all packing materials.

The Seller is not responsible for any missing or defects of the Products occurred as a result of the transport, for which the carrier is solely responsible.

Except as indicated in the previous point, claims for breakage or damage of the packing or relating to the quantity and status of the Products will be taken into consideration by the Seller only if raised at time of delivery and only if indicated in writing on the transport document, in the presence of the carrier, together with the name of the Buyer’s employee and his legible signature.


Seller warrants to the Buyer that Products sold hereunder are safe, pursuant to EU and national provisions, and that they are standard products of Seller; that they comply with to the applicable Seller Specifications and that they are free from defects caused by defective material and faulty workmanship for a period of one (1) year from date of delivery to Buyer.

For Products that are not standard products of Seller, such as dice and developmental or custom-designed Products, Seller warrants to Buyer that such Products delivered hereunder will conform to the applicable published HKE datasheet specification and be free of defects in material and faulty workmanship upon receipt by Buyer.

Seller further warrants that at time of delivery, Seller has free and clear title to the Products without liens and encumbrances.

No warranty is released for non-standard, sub-grade goods or purchases through unauthorized sales channels.

Seller’s sole and maximum liability for breach of its warranties herein is limited to the obligation, at Seller’s sole discretion to rescreen, reprocess or provide replacement Products, or credit Buyer’s account, any Products delivered which either become defective or fail to meet the applicable specifications during the warranty period and which are found by Seller to be defective under the terms of this warranty, provided that:

(a) Seller is notified in writing by Buyer within 30 days after discovery of defects or failure to meet Specifications;

(b) Buyer obtains a confirmation email from Seller prior to returning any defective Products to Seller;

(c) the defective Products are returned to Seller, transportation charges prepaid by Buyer (provided, however, that if upon examination by Seller, it determines that the Products are entitled to this warranty, then Seller shall be responsible for all transportation charges to and from Seller’s facility);

(d) the defective Products are received by Seller for adjustment no later than four (4) weeks following the last day of the warranty period; and

(e) Seller’s examination of such Products shall disclose that such defects or failures have not been caused by misuse, abuse, neglect, improper installation or application, repair, alteration, damage by rain, fire or casualty or by accident or negligence in use, storage, transportation or handling.

In addition, Seller shall have no liability to Buyer to the extent such failure is caused by no compatibility with other components used by Buyer.

In the event that anyone of the above-mentioned conditions is not satisfied, Seller has no liability pursuant this warranty whatsoever.

Buyer has an obligation to mitigate any damages related to integration of defective or non-conforming parts.

If Buyer has knowledge that such Products are defective or non-conforming or Seller has advised Buyer that Products are defective or non-conforming and, in either event, Buyer integrates such defective Products, Seller shall have no liability to Buyer for any damages incurred by Buyer as a result.

If the foregoing exclusive remedy under this warranty is determined upon judicial review to have failed in its essential purpose through no fault of Buyer, the exclusive remedy shall be the refund of the purchase price of the non-conforming or defective Products.

Any alterations on the Products shipped hereunder must be authorized in writing by Seller to prevent voiding Seller’s warranty.

Seller disclaims all other warranties, express, implied, or statutory, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.

The Seller has not authorized anyone to make any representation or warranty other than as provided above. The foregoing states the entire warranty liability of Seller.


The Buyer warrants that the purchase of Products is for its own internal use and not for resale, unless otherwise agreed in writing between the Parties under a separate written agreement.

The Buyer, with reference to the Products, is the sole responsible for:

(i) their selection to achieve Buyer’s intended results,

(ii) their use,

(iii) the results obtained therefrom and

(iv) the selection, use of and results obtained from any equipment, programs or services not provided by Seller and used in connection with goods delivered hereunder.

Buyer agrees that it is solely responsible for safety, security and regulatory requirements concerning its own products and any use of Seller Products in Buyer products and related applications.


With respect to Products manufactured solely pursuant to Seller’s designs and specifications, Seller is entitled to start any legal action to protect its exclusive rights as well as to defend itself against any claim for infringement of designs, patents, copyright(s) or trademark(s) owned by third parties or for misappropriation or use of any trade secret(s), or for unfair competition.

As far as the Seller knows, the Products manufactured solely pursuant to Seller’s designs and specifications should not infringe any third parties’ right. In case Products are alleged, in a judicial proceeding, to be infringing third parties’ exclusive rights or if in the opinion of Seller such goods are likely to become the subject of a claim of infringement, Seller at its sole discretion and at its own expense, may either

(a) procure for Buyer the right to continue using such Products (for example reaching an agreement with the opposite party, owner of the alleged infringed rights);

(b) modify such Products so that they become non-infringing;

(c) replace such Products with non-infringing goods; or

(d) accept the return of such Products, granting Buyer a refund or credit equal to the depreciated value or up to a maximum equal to the amount paid by the Buyer to the Seller for such Products.

Any indemnification is due by the Seller in case Buyer (i) does not promptly notifies Seller in writing of the claim of infringement within 10 days form the knowledge of the claim and (ii) does not allow Seller to exclusively control and co-operate with Seller in the defense of the claim and any related settlement. It is intended that Seller has no liability and shall not pay any amount of money to or for the Buyer in case the third party’s claim is consequence:

(a) of a modification of the Products not introduced or approved by Seller;

(b) of the interconnection or use of the Products in combination with goods or other devices or with a manufacturing or other process realized by third parties; or

(c) of the use of the Products in other than an application recommended by the Seller.

Any compromise or settlement agreement made by Buyer without the written consent of Seller shall not be binding for the Seller.

With respect to Products manufactured pursuant to Buyer’s designs or specifications, Buyer shall be part in any suit or proceeding brought against the Seller, alone or jointly with Buyer, insofar as such suit or proceeding is based on a claim, that any such goods supplied hereunder infringe (either direct or contributory) any patent(s), copyright(s), or trademark(s), or for misappropriation or use of any trade secret(s) or for unfair competition, arising from (i) compliance with Buyer’s designs, specifications, or instructions; (ii) the use of any item or any part thereof, supplied hereunder, in combination with goods not supplied by Seller, or (iii) in connection with a manufacturing or other process utilizing any item, or part thereof, provided hereunder. Seller shall notify Buyer promptly in writing of such suit or proceeding and give Buyer full and complete authority, information and assistance for such defense. Buyer shall pay all damages and costs finally awarded against Seller in any such suit or proceeding, but Buyer shall not be responsible for any compromise thereof made by Seller without the written consent of Buyer.

In case an infringement is alleged prior to the delivery of the products manufactured pursuant to Seller’s or Buyer’s designs or specifications, Seller may reserve the right to suspend the sale of the Products and to decline further shipments without being in breach of any agreement.


Products or any parts thereof manufactured pursuant to Seller’s designs or specifications sold hereunder may be protected by intellectual property rights of the Seller, including, but not limited to, rights under issued and pending patents, copyright rights, trademark rights and trade secret rights. Neither the sale of Products or any parts thereof hereunder nor the provision by Seller of any supporting or related documentation, technical information or advice shall confer to the Buyer any license, express or implied, under any intellectual property rights of Seller covering or related to

(i) apparatus or circuits in which the Products or parts thereof may be used;

(ii) a process, machine, use or application in connection with which the Products or parts hereof may be used;

(iii) the process of their manufacturer;

(iv) a combination in which the Products or parts hereof may be used.


Software is proprietary, copyrighted and may be protected by patents by the Seller.

Software is supplied by the Seller pursuant to this article, unless supplied under a specific license agreement.

The license granted by the Seller to the Buyer is non-exclusive, non-transferable and non-sublicensable and can be solely used by the Buyer for the use of the hardware goods as authorized by Seller, and Buyer shall have no other rights with respect to such Software.


No cancellations or reschedules will be accepted by the Seller within 30 days of the earliest requested ship date. All cancellations and reschedules of orders by the Buyer between 31 and 89 days prior to the earliest requested ship date shall result in a charge to Buyer to be reasonably determined by the Seller based on the following factors: whether the product was manufactured specifically for Buyer, Seller’s ability to change its production schedule within the period of the notice provided by Buyer, whether Seller acquired or allocated particular supplies or equipment to meet Buyer’s order, etc.


Any contract made hereunder is binding upon and inure to the benefit of the successors and assigns of the entire business and good will of either Seller or Buyer, or of that part of the business of either used in the performance of such contract but is not otherwise assignable.

Seller may subcontract any part of the work or services to be provided hereunder as Seller deems necessary.

Buyer affirms that there exist no third-party beneficiaries to Buyer’s rights hereunder unless Buyer specifically identifies such beneficiary on Buyer’s order or Buyer’s acceptance of Seller’s quotation.


Any change or addition of the General Terms and Conditions shall be specifically agreed in writing by an authorized officer of the Seller before becoming binding for the Seller. Stenographic and clerical errors are subject to correction.


Buyer declares to be aware and informed that the Products may require an export and/or import license from one or more governmental/public authorities or may be subject to restrictions placed on export, re-export or retransfer of goods, software, technology and services and direct Products in order to implement the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies Buyer warrants and agrees that it and its agents, distributors and end users shall not export, reexport, import or transfer, directly or indirectly the Products and its technology or any technical data/technology or product derived from the Products upon determination that such action may be lawfully Buyer acknowledges and understands that Seller may need to apply for export licenses in order to ship the Products in certain countries. Buyer agrees to provide such information, assurances, documentation or take such other steps as necessary to assist Seller in obtaining any export licenses, including, but not limited to, execution of end-user certifications, document marking, and supplemental agreements. Seller shall have no responsibility for delayed delivery or non-delivery resulting from (i) any governmental action or other applicable law suspending or revoking a necessary export license or authorization, or (ii) any failure by Buyer to supply reasonable assurance, upon request, of its compliance with applicable export requirements, or (iii) obtaining a necessary export license for the Products to be shipped hereunder.


Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, military or other applications, including, but not limited to, transportation operating systems, in which the failure of such goods could reasonably be expected to result in personal injury, loss of life or severe property or environmental damage.

Buyer acknowledges that use of Seller’s Products in such product applications is understood to be fully at the risk of Buyer and that Buyer is responsible for verification and validation of the suitability of Seller’s Products in such application. Buyer agrees that Seller is not liable, in whole or in part, for any claim or damage arising from use in such applications. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, damages losses, costs, expenses and liabilities arising out of or in connection with such use.


The essential purpose of this provision is to limit the Seller’s liability hereunder. The Seller, its employees, officers or directors, agents, successors or assigns shall not have no liability for any:

(a) business interruption costs, cost of rework, retesting, procurement of substitute Products, removal and reinstallation of Products incurred by the Buyer; or

(b) any special, incidental, exemplary, indirect or consequential damages, including without limitation lost profits, litigation costs, loss of data, production or profit, goodwill, loss of revenue, or loss of units incurred by the Buyer.

Buyer’s sole remedy al Seller’s sole liability shall be limited to and shall not exceed the total amount paid to the Seller for such Product during the 12 months preceding such claim.

Buyer shall be deemed to assume all liability for any and all damages arising from or in connection with the use or misuse of the Products by Buyer, its employees, customers and others.

Seller shall not be liable for and Buyer agrees to indemnify, defend and hold Seller harmless from any claims based on Seller’s compliance with Buyer’s designs, specifications or instructions, or modification of any Products by parties other than Seller, or use in combination with other Products.


Seller and Buyer expressly understand and agree that Buyer is an independent contractor in the performance of each and every part of this order, and it is solely responsible for all of its employees, agents and will indemnify Seller from any and all claims, liabilities, damages, debts, settlements, costs, attorneys’ fees, expenses and liabilities of any type whatsoever that may arise on account of Buyer’s activities or those of its employees or agents (including, without limitation, direct and indirect distributors or sub distributors), including without limitation unauthorized representations or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of Seller to the same extent as disclaimed herein) to its customers.


Packaging for commercial shipment is included in the quoted price.

Buyer shall expressly request to Seller any special packaging or supplementary protection it deems necessary, and in such event, Buyer will bear all related costs thereof. In this event, Buyer engages to give all the instruction for the packing in writing to Seller with advance notice to allow Seller to organize the different packaging. Reasonable care is exercised in packaging Products for shipment and no responsibility is assumed by Seller for delay, breakage, or damage after having made delivery to the carrier.


The Specifications of the Products are the one stated in the Seller’s data sheet at the time of the Order Confirmation. Seller reserves the right to change the Specifications of any Products (including all statements and data appearing in Seller’s catalogs, data sheets and advertisements) at any time without notice.

If such changes to specifications are made, Seller assumes no obligation to provide the change on Products previously purchased or to continue to supply discounted Products. Seller may substitute Products manufactured to such modified specifications for those specified herein provided such products substantially conform to the order or contract.


The Buyer undertakes: (i) to treat with the utmost confidentiality all the information/data/designs/know-how/documentation transmitted by Seller or that it may come to know in connection with the execution of this agreement , even if they are not marked or identified as secret or confidential (“Confidential Information”); (ii) not to, wholly or partially, disclose to or inform third parties of the Confidential Information, without the Seller’s prior written consent; (iii) to limit the use of the Confidential Information and the access to the same for purposes relating to the execution of this agreement; (iv) to adopt any and all measures required in order for its employees and collaborators do not disclose the Confidential Information to third parties or use it in an inappropriate way.

The Confidential Information shall not be copied or reproduced in any way, unless with the prior written consent of Seller, and all the copies of the Confidential Information shall be immediately returned to Seller upon simple written request of the same or at the termination of the agreement.

The provisions above shall not apply to information which (i) are public or publicly available not due to a disclosure of Buyer or of Buyer’s employees or collaborators; or (ii) were already available to Buyer before it had received them by Seller; or (iii) are disclosed from third parties that have no obligation of confidentiality or restrictions of use on the same; (iv) can be disclosed according to a written authorization of Seller.


The Buyer data will be processed through IT tools and / or paper supports, in compliance with the appropriate security measures, for the transactions under these Terms and Conditions, and may be shared between HEI subsidiaries and transferred outside the jurisdiction where the Buyer is located and also outside EU and will not be subject to external diffusion by HEI. The personal data may be known by the employees of different department in HEI such as secretarial , sales, marketing of goods and services, accounting and invoicing, management and maintenance of the processing systems as well as by the persons in charge of activities that should be expressly requested by the Buyer.

The data controller is HEI, with registered office in Milano, Via Giuseppe Revere 16.

In relation to the processing of data, the Buyer is entitled to exercise the rights (access, cancellation, rectification, opposition, etc.) specifically provided for by the art. 7 and 13 of GDPR 2016/679 and according to the contemplated modalities. For information write to

25. LAW

This Agreement is governed by and construed under the laws of Italy.

Any lawsuit arising from the interpretation or execution of the General Terms and Conditions of Sale will be exclusively decided by the Court of Milan, Italy.


In the event of the appointment of a trustee, receiver, or liquidator for all or a portion of Buyer’s property, Buyer’s insolvency, or any voluntary or involuntary petition in bankruptcy by or against Buyer, Seller may terminate any order without further obligation or liability of Seller to Buyer.

In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Moreover, these invalid, illegal or unenforceable provisions should be automatically modified and included in the General Terms and Conditions to render the same valid, legal and enforceable.

In case Seller’s failure to enforce any provision of or exercise any right under these Terms and Conditions shall not constitute a modification or waiver of Seller’s rights and any modifications or waiver of these Terms and Conditions should be approved in writing by the Seller.