General Terms and Conditions of Sale and Software License Austria

("Conditions of Sale")

Version 18.04.2023

1. Initial Provisions
2. Quotation, Price, Invoicing and Payment
3. Retention of title until full payment
4. Lease and Trade-In
5. Shipment and delivery date
6. Installation
7. Acceptance
8. Complaints and returns
9. Product warranty (liability for defects)
10. Limitation of Liability
11. Infringement of Intellectual Property Rights to the Products
12. Use and exclusivity of Product documents
13. Export Control and Product Resale
14. Software Terms
15. Confidentiality
16. Compliance with Laws and Privacy
17. Force majeure
18. Miscellaneous
19. Product specific terms

1. Initial Provisions


1.1 The Products (equipment, service, and software) offered on the quotation by the Philips legal entity identified thereon are subject to these Conditions of Sale.


1.2 The purchase price set out on the quotation are net of all taxes. All taxes on the Products will be borne by the Customer.

2. Quotation, Price, Invoicing and Payment


2.1 Any quotation on the Products will be open for acceptance within the period indicated therein, however, they are expressly non-binding and may be amended or revoked by Philips prior to Customer's acceptance. A contract is only formed if Philips confirms the purchase order in writing. Any deviating, conflicting or supplementary agreement requires the written confirmation of Philips. General terms and conditions of the Customer in his purchase orders or otherwise are not part of the contract.


2.2 The prices and payment terms are set out on the quotation. Orders are subject to Philips’ ongoing credit review and approval. Philips reserves the right to adjust the prices to be paid for products on the basis to the development of the consumer price index, VPI (Statistics Austria – Bundesanstalt Statistik Österreich). A price increase may be considered if the index increases at the time of delivery compared to the time the contract was concluded. A price reduction is available at the customer's request if the index has fallen during this period. The basis for the price adjustment is the percentage change. An adjustment will only be made for deliveries made more than 6 months after the conclusion of the agreement.

2.3 Unless an adjustment of prices for the term of an agreement is already specified in the quotation, Philips reserves the right to adjust the customer list prices and net prices/fees during the term of an agreement in accordance with the development of the Consumer Price Index, CPI (Statistik Austria- Bundesanstalt Statistik Österreich). The basis for the price adjustment is the change in percentages. Philips must give thirty (30) days' prior written notice prior to any price adjustment; such an adjustment shall not apply retrospectively and may not commence before the first year of an agreement.

2.4 Unless otherwise agreed in the quotation or elsewhere, Philips shall invoice Customer for Products and/or consumables as follows:
2.4.1 In regard to Products: 
i) 25% deposit shall be due for invoicing on receipt of the Customer purchase order; 
ii) 80% of the purchase price shall be due for invoicing on delivery of the Products at Customer’s site or Philips’ warehouse, subject to Clause 5.3 of these Conditions of Sale;
iii) 100% of the purchase price shall be due for invoicing on completion of installation or signed handover certificate. 
2.4.2 In regard to consumables and spare parts: 
i) 80% of the purchase price shall be due for invoicing on receipt of the Customer purchase order; 
ii) 100% of the purchase price shall be due for invoicing on delivery of the consumables at Customer site or Philips' warehouse, subject to Clause 5.3 of the Conditions of Sale.

2.5 Payment of all invoices shall be due net 30 days of the date of each invoice.

2.6 Where any other amount is payable to Philips pursuant to these Conditions of Sales, Philips may invoice such amount as when it becomes due.
2.7 If the Customer is in default of payment, the statutory regulations apply. If the customer is in default of payment or violates an obligation under the contract, Philips can assert a right to refuse performance or a right of retention or offset; other rights reserved; the customer bears the costs of legal action.

2.8 Customer has no right to cancel an order, unless such cancellation right is granted to the Customer by mandatory law in which case the Customer shall pay the costs incurred by Philips up to the date of cancellation. In other cases of cancellation, the agreed price shall remain due and payable.

2.9 Philips is entitled to change the design or specifications of the Products at any time, provided that this change does not affect the performance of the Products.

3. Retention of title until full payment

The title to the Products shall remain vested in Philips until the payment of the purchase price by the Customer.

4. Lease and Trade-In

4.1 If the Customer desires to convert the purchase of any Products to a lease, the Customer shall within ninety (90) days prior to the delivery of the Products provide all relevant rental documents for review and approval by Philips.


4.2 In the event Customer will be trading-in equipment ("Trade-In"), the Customer will provide the following:

4.2.1 Customer undertake to own unrestricted and unencumbered title to the Trade-In as of the date of the quotation and when Philips takes possession of the Trade-in from Customer’s site. In the event Customer is in breach of this undertaking, Customer shall not be entitled to keep a trade-in credit for such Trade-In and shall promptly refund Philips such credited amounts upon receipt of an invoice from Philips.
4.2.2. The trade-in value set forth on Philips quotation is conditioned upon Customer providing Trade-In no later than the date Philips makes the new Product listed on such quotation available for first patient use. Customer shall bear the costs of any reduction in trade-in value arising due to a delay by the Customer causing the trade-in not to occur by the expected date and promptly pay the revised invoice.
4.2.3 In the event Philips receives a Trade-In having a different configuration (including software version) or model number than the Trade- In described on the Philips quotation, Philips reserves the right to adjust the trade in value and revise the invoice accordingly and Customer shall pay such revised invoice promptly upon receipt.

4.2.4 Customer undertake to (i) clean and sanitize all components that may be infected and all biological fluids from the Trade-In; (ii) drain any applicable chiller lines and cap any associated plumbing and (iii) delete all personal data in the Trade-In. Customer agrees to reimburse Philips against any out-of-pocket costs incurred by Philips arising from Customer’s breach of its obligations herein.

5. Shipment and delivery date

5.1 Philips shall deliver the Products in accordance with the Incoterms set forth on the quotation. If Philips and the Customer agree any other terms of delivery, additional costs shall be for the account of the Customer.


5.2 Philips will make reasonable efforts to meet delivery dates quoted or acknowledged. Failure to deliver by the specified date will not be a sufficient cause for cancellation nor will Philips be liable for any penalty, loss, or expense due to delay in delivery, unless there is liability according to Section 10.


5.3 If the customer causes a delay in a delivery, assembly or takeover date, all reasonable costs (in particular reimbursement for additional expenses) incurred by Philips shall be borne by the customer. If the delay is more than fourteen (14) days, the Customer shall pay the purchase price for the Products immediately to Philips.

5.4 Philips is entitled to request a financing confirmation from a financial service provider accepted by Philips from the customer even after the conclusion of the agreement. If the customer fails to provide the required financing confirmation at least 8 weeks before the agreed delivery date, Philips is entitled to withhold delivery without liability.

6. Installation


6.1 If Philips has undertaken installation of the Products, the Customer shall be responsible for the following at its sole expense and risk:

(a) The provision of adequate and lockable storage for the Products on or near the installation site. The Customer will repair or replace any lost or damaged item during the storage period.

(b) Philips or its (affiliate’s) representative shall have access to the installation site without obstacle or hindrance in due time to start the installation work at the scheduled date.

(c) all preparatory work on the part of the customer has been completed in good time and the premises have been prepared in good time in accordance with the legal regulations and specifications by the authorities, the generally recognized rules of technology and Philips' specifications for installation, so that the products can be installed in a safe, proper and professional way..

(d)  The proper removal and disposal of any hazardous material at the installation site prior to installation by Philips.

(e) The timely provision of all visa, entry, exit, residence, work or any other permits and licenses necessary for Philips’ or Philips’ representatives’ personnel and for the import and export of tools, equipment, Products and materials necessary for the installation works and subsequent testing.

(f) The assistance to Philips or Philips’ representative for moving the Products from the entrance of the Customer's premises to the installation site. The Customer shall be responsible, at its expense, for rigging, the removal of partitions or other obstacles, and restoration work.

6.2 If Products are connected to a computer network, the Customer shall be responsible for network security, including but not limited to, using secure administrative passwords, installing the latest security updates of operating software and web browsers, running a Customer firewall and maintaining up-to-date drivers, anti-virus and anti-spyware software.


6.3 If any of the above conditions are not complied with, Philips or Philips representative may interrupt the installation and subsequent testing for reasons not attributable to Philips and the parties shall extend the period for completing the installation. Any additional costs shall be for the Customer's account and Philips will have no liability for any damage resulting from or in connection with the delayed installation.


6.4 Philips shall have no liability for the fitness or adequacy of the premises or the utilities available at the premises for installation or storage of the Products.

7. Acceptance


7.1 Philips shall notify the Customer of the completion of the installation to enable the Customer to participate in the tests and confirm, by signing a certificate, the acceptance of the Products and compliance with the agreed specifications.  


7.2 In case of absence of the Customer, Philips shall start the tests according to Philips’ standard testing procedures and on completion, the test certificate shall indicate acceptance. 


7.3 In case of rejection of the Products, the Customer shall submit the defects to Philips in a detailed written form within ten (10) days from the completion of the acceptance tests, and justifiably notified defects will be remedied within a reasonable period of time and the relevant steps of the acceptance test will be repeated. 


7.4 If, within ten (10) days from the completion of the acceptance test, Philips has not received the signed certificate of acceptance or a rejection report with the justified reasons, the Products will be considered accepted by the Customer. 


7.5 In case the Customer starts making clinical use of the Products, this shall be considered a deemed acceptance by the Customer. 


7.6 Minor defects or deviations that do not affect the operational use of the installed Products in a material way shall be stated on the certificate of acceptance, but shall not prevent acceptance, Philips shall be obligated to remedy such defects within a reasonable time.

8. Complaints and returns


The Customer shall notify Philips in writing substantiating its complaints within ten (10) days from delivery of the Products. If Philips accepts the claim as valid, Philips shall issue a return authorization notice and the Customer shall return the Products. Each returned Product shall be packed in its original packaging.

9. Product warranty (liability for defects)


9.1 In the absence of any specific Products warranty in the quotation, the following warranty provisions will apply to the Products. 


9.2 For hardware products, Philips warrants that, at the time of trans-fer of risk, they comply with the quality described in the quotation and the user documentation enclosed with delivery. For Standalone Licensed Software products, Philips warrants that they correspond to the quality described in the offer at the time of transfer of risk. "Standalone Licensed Software" means licensed software sold without the simultaneous sale of a server for the Licensed Software.  


9.3 Services are performed with reasonable care and expertise. 


9.4 For hardware products, software and services ("Products"), warranty claims shall become statute-barred 12 months after acceptance or 12 months after delivery if Philips has not taken over the installation. This does not apply in cases of injury to life, limb or health and in the case of intent and gross negligence. The statutory provisions on suspension and recommencement of the deadlines remain unaffected. 


9.5 Claims for defects require that the customer complains in writing of a defect within 10 days of discovery during the warranty period. If necessary, the product or defective parts must be returned to an address provided by Philips. The defective parts become the property of Philips when they are replaced.  


9.6 If there is a defect at the time of the transfer of risk, the products will be repaired or replaced by faultless products at Philips' discretion. When replacing spare parts, they are new or equivalent in performance to new spare parts. 


9.7 The warranty is excluded due to defects resulting from (a) improper maintenance, configuration or calibration by the customer or its representatives; (b) any application, operation, modification or maintenance that does not comply with the product specification and other written instructions from Philips or that was performed prior to the test for adoption; (c) misuse, negligence, accident, damage (including transport damage) caused by the Customer; (d) improper preparation of the site, including corrosion on the Product caused by the Customer; (e) Damage to the Product or to medical data or other stored data caused by an external source (including viruses or similar software malfunctions) resulting from the connection of the Product to a Customer network, Customer's client devices, a third party product or the use of removable media. 


9.8 During the installation, assembly, warranty and any customer service arrangement the Customer shall provide Philips with a dedicated high-speed broadband internet connection suitable to establish a remote connection to the Products in order for Philips to provide remote servicing of the Products by:

(a) supporting the installation of a Philips approved router (or a Customer-owned router acceptable for Philips) for connection to the Products and Customer network (which router remains Philips property if provided by Philips and is only provided during the warranty term.

(b) maintaining a secure location for hardware to connect the Products to the Philips Remote Service Data Center (PRSDC).

(c) providing and maintaining a free IP address within the site network to be used to connect the Products to the Customer’s network.

(d) maintaining the so established connection throughout the applicable period.

(e) facilitating the reconnection to Philips in case any temporary disconnection occurs.If Customer fails to provide the access described in this section and the Product is not connected to the PRSDC (including any temporary disconnection), the Customer shall be responsible for affecting the availability of the Product and delays in resolving problems. He shall bear any additional costs arising from this. 


9.9 The warranty described in these GTC and in the Offer is the exclusive warranty given by Philips in connection with a Product. It expressly supersedes all other warranties, whether written, oral, statutory, express or implied. This also applies to the freedom from rights of third parties, undisturbed use, marketability or suitability for a specific purpose. Implied warranties, warranties of merchantability and fitness for a particular purpose are disclaimed. In addition, Philips does not warrant that a product that uses a cloud will be uninterrupted or error-free.

10. Limitation of Liability


10.1 Claims for damages and reimbursement of expenses of the customer, regardless of the legal grounds, in particular due to the violation of contractual obligations and from tort, are excluded. In the event of a delay in delivery, both claims for damages and claims for damages in lieu of performance are excluded even if a deadline set by the customer has expired. 


10.2 The above exclusion of liability does not apply if Philips is liable for the quality of an item in accordance with the Product Liability Act, in cases of intent, gross negligence, malice, injury to life, limb or health, or due to non-compliance with an assumed guarantee. 


10.3 Insofar as the customer is entitled to claims under this Section 10, these shall become statute-barred upon expiry of the limitation period applicable to claims for material defects in accordance with Para. 9.4. This does not apply to intent or gross negligence, to claims for injury to life, limb or health or to claims under the Product Liability Act. 


10.4 A change in the burden of proof to the detriment of the customer is not associated with the above provisions

11. Infringement of Intellectual Property Rights to the Products


11.1 Philips will, at its option and expense, defend or settle any suit or proceeding brought against Customer based on any third party claim that any Product or use thereof for its intended purpose constitutes an infringement of any intellectual property rights and copyrights of third parties ("Intellectual Property") in the country where the Product is delivered by Philips. 


11.2 Customer will promptly give Philips written notice of such claim and the authority, information and assistance needed to defend such claim. Philips shall have the full and exclusive authority to defend and settle such claim. Customer shall not make any admission which might be prejudicial to Philips and shall not enter a settlement without Philips’ prior written consent. 


11.3 If the Product is held to constitute infringement of any Intellectual Property right and its use by Customer is enjoined, Philips will, at its option and expense, either: procure for Customer the right to continue using the Product; or (ii) replace it with an equivalent non-infringing Product; or modify the Product so it becomes non-infringing. 


11.4 A warranty claim does not exist if the breach is caused by the fact that a product or software:

(a) supplied in accordance with Customer's design, specifications or instructions and compliance therewith has caused Philips to deviate from its normal course of performance.

(b) modified by Customer or its contractors after delivery.

(c) not updated by Customer in accordance with instructions provided by Philips (e.g. software updates).

(d) combined by Customer or its contractors with devices, software, methods, systems, or processes not furnished hereunder and the third-party claim is based on such modification or combination.

12. Use and exclusivity of Product documents


All documents and manuals including technical information related to the Products and its maintenance as delivered by Philips is the proprietary information of Philips, covered by Philips’ copyright, and remains the (intellectual) property of Philips, and as such, it shall not be copied, reproduced, transmitted or disclosed to or used by third parties without the prior written consent of Philips.

13. Export Control and Product Resale


13.1 Customer agrees to comply with relevant export control and sanction laws and regulations, including the UN, EU, or US (“Export Laws”), to ensure that the Products are not (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including military end-use, human rights abuses, nuclear, chemical, or biological weapons proliferation. 


13.2 Customer represents that (i) Customer is not located in a country that is subject to a UN, US or EU embargo and trade restriction; and (ii) Customer is not listed on any UN, EU, US export and sanctions list of prohibited or restricted parties. 


13.3 Philips may suspend its obligation to fulfil any order or subsequent service if the delivery is restricted under Export Laws or an export/import license is not granted by relevant authorities.

14. Software Terms


14.1 Subject to any usage limitations set forth on the quotation, Philips grants to Customer a non-exclusive, non-transferable license, without the right to grant sub-licenses, to incorporate and use the Licensed Software (as specified on the quotation, whether embedded or stand-alone) in Licensed Products and the Permitted Use (as referenced in the quotation) in accordance with these Conditions of Sale.


The Licensed Software is licensed and not sold.  All intellectual property rights and other copyrights in the Licensed Software shall remain with Philips.


Customer may make one copy of the Licensed Software in machine-readable form solely for backup purposes. Philips reserves the right to charge for backup copies created by Philips. Customer may not reproduce, sell, assign, transfer or sublicense the Licensed Software. Customer shall preserve the confidential nature of the Licensed Software and shall not disclose or transfer any portion of the Licensed Software to any third party.


Customer shall maintain Philips’ copyright notice or other proprietary legends on any copies of the Licensed Software. Customer shall not (and shall not allow any third party to) decompile, disassemble, or reverse engineer the Licensed Software.


14.2 The Licensed Software may only be used in relation to Licensed Products or systems certified by Philips.


14.3 If Customer modifies the Licensed Software in any manner, all warranties associated with the Licensed Software and the Products shall become null and void. Customer installation of Philips’ issued patches or updates shall not be deemed to be a modification.


14.4 Philips and its Affiliates shall be free to use any feedback or suggestions for modification or enhancement of the Licensed Software provided by Customer, for the purpose of modifying or enhancing the Licensed Software as well as for licensing such enhancements to third parties.


14.5 With respect to third party licenses, the Customer undertakes to comply with the terms and conditions applicable to such licenses. The Customer shall indemnify Philips for all damages resulting from non-compliance with these Terms.


14.6 If the third-party licensor terminates the third-party license, Philips shall be entitled to terminate the third-party license with the Customer and make reasonable effort to procure a solution.


15. Confidentiality


If any of the parties have access to confidential information of the other party, it shall keep this information confidential. Such information shall only be used if and to the extent that it is necessary to carry out the concerned transactions. This obligation does not extend to public domain information and/or information that is disclosed by operation of law or court order.

16. Compliance with Laws and Privacy


16.1 Each party shall comply with all laws, rules, and regulations applicable to the party in connection with these Conditions of Sale, including, but not limited to, privacy, health and safety, anti-bribery, and corruption laws.   


16.2 Processing of personal data: In relation to the provision of services, Philips may process information, in any form, that can relate to identified or identifiable individuals, which may qualify as personal data. Philips and/or its Affiliates will: a) process personal data on behalf and by instruction of the Customer, the terms, rights and responsibilities of the Parties for such processing of personal data are set forth in this clause 16; and b) process information such as log files or device parameters (which may contain personal data), to provide the services and to enable its compliance with and performance of its task as manufacturer of (medical) devices under the applicable regulations and standards (including but not limited to the performance of vigilance, post market surveillance and clinical evaluation related activities). 


16.3 Use of Non-Personal Data: Customer agrees that Philips and/or its affiliates may use any data, other than personal data, generated by a Product and/or otherwise provided by Customer to Philips for Philips’ own legitimate business purposes including, but not limited to, for data analytics activities to determine trends of usage and advise on the use of products and services, for research, product and service development and improvement (including the development of new offerings), substantiation of marketing claims and for benchmarking purposes. 


16.4 Scope, roles of the parties and definition  

16.4.1 This data privacy clause applies when Personal Data are provided to Philips and Processed by Philips on behalf and by instruction of Customer for the provision of the services (“Customer Data”). 

16.4.2 Parties acknowledge and agree that regarding the Processing of Customer Data, Philips will act as Processor for Customer, who acts as Controller (or Processor). If Customer is a Processor, Customer warrants that its instructions and actions with respect to the Customer Data have been authorized by the relevant Controller. 

16.4.3 The definitions used in this clause have the same meaning as in the EU General Data Protection Regulation 2016/67 (“GDPR”). 


16.5 Processing of Customer Data and termination

16.5.1 The subject matter of the Processing of Customer Data is the provision of the services, as described in the quotation. The nature of the Processing of Customer Data may include: hosting and storage; computing; service change management; technical support/issue resolution and such other services set forth in the relevant documentation made available by Philips or otherwise agreed between the parties. The categories of Individuals whose Personal Data will be subject to Processing by Philips include: any individuals whose Personal Data is provided to Philips via the services, such as patients or Customer’s personnel, suppliers, and end-users. The categories of Customer Data may include: any Personal Data provided to Philips such as health-related data. 


16.5.2 This data privacy clause remains in effect during the term of the (warranty) (service) being rendered by Philips and, if applicable, a period of three (3) months after the term, during which Philips may keep Processing Customer Data to enable business continuity (“Run-Out Period”) after which it will terminate by operation of law. 


16.6 Obligations of Customer
Customer shall Process Customer Data in compliance with the applicable laws, including when acquiring Customer Data and when instructing Philips to Process Customer Data. 


16.7 Obligations of Philips

16.7.1 Philips shall Process Customer Data only: (a) on behalf and for the benefit of Customer; (a) in accordance with the instructions of Customer as documented in this privacy clause; (c) for the provision of the services; and (d) to the extent required by the applicable laws that Philips is subject to.

16.7.2 Philips shall not disclose Customer Data to any third party without the prior written approval of Customer, except where such disclosure is required to: (a) perform the services; (b) comply with a legal obligation; or (c) comply with a valid and binding order of a governmental body or court.

16.7.3 Philips shall ensure that its employees and any other person authorized to Process Customer Data: (a) are informed of the confidential nature of the Customer Data; (b) will have access to Customer Data only to the extent necessary to perform the services; and (c) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

16.7.4 Philips shall maintain appropriate technical and organizational measures to safeguard security (including protection against unauthorized or unlawful Processing and Personal Data Breaches, confidentiality and integrity of Customer Data), as set forth in the relevant security documentation provided by Philips or as otherwise agreed between the parties.

16.7.5 Philips shall notify Customer, without undue delay, if Philips becomes aware of a Personal Data Breach. Such notification may be delivered to one or more of Customer’s representatives by any means Philips selects, including via email. Philips shall undertake reasonable efforts to identify the cause of a Personal Data Breach and take those steps, as Philips deems necessary and reasonable to remediate the cause of such Personal Data Breach to the extent the remediation is within Philips’ reasonable control.

16.7.6 Taking into account the nature of the services, Philips shall take reasonable steps to assist Customer, at Customer’s expense, with appropriate technical and organizational measures, insofar as reasonably possible, in the fulfilment of Customer’s obligation to respond to requests from an Individual to exercise its rights as set forth by the applicable laws. 

16.7.7 Upon the termination of the relevant services, Customer instructs Philips to delete Customer Data that are no longer required for the performance of the services or alternatively to anonymize such Customer Data in such a way that the Individual cannot be identified, unless Philips is required or permitted to retain certain Personal Data in accordance with the applicable laws. Once such Customer Data are anonymized, Customer authorizes Philips to process the anonymized data for its own purposes. 

16.7.8 Philips shall make available to Customer all information necessary to demonstrate compliance with its obligations under Article 28 GDPR. Philips shall take reasonable steps to cooperate with and assist Customer, at Customer’s expense, to comply with Customer’s obligations under GDPR. Philips will, at its discretion: a) provide to Customer a certification issued by a qualified independent third party assessor that Philips’ business processes and procedures involving the Processing of Customer Data comply with this data privacy clause; or b) make available the facilities it uses for the Processing of Customer Data for an audit by a qualified independent third party assessor at Philips’ selection and at Customer’s cost, provided such auditor has executed a written confidentiality agreement acceptable to Philips. Audits will be conducted no more than once per year, during regular business hours and with minimal disruption to Philips’ business, and will be subject to 6 weeks prior notice to Philips and to a detailed written audit plan approved by Philips and Philips’ policies, including those on health and safety, security and confidentiality. 


16.8 Sub-Processors

16.8.1 Customer hereby grants to Philips a specific authorization for the following Processors, engaged by Philips and its Affiliates to Process Customer Data (“Sub-Processors”): (a) Philips’ Affiliates; and (b) those entities listed on Customer hereby grants to Philips a general authorization to engage third party Sub-Processors. This authorization constitutes Customer’s prior written consent to the subcontracting by Philips of the Processing of Customer Data. 

16.8.2 Philips shall inform Customer of any changes to the Sub-Processors on the URL specified above.  Customer may object to Philips’ use of a new Sub-Processor in case of reasonable and substantiated concerns regarding the protection of Personal Data, by notifying Philips in writing within ten (10) business days after Philips’ notification to Customer. If Customer does not inform Philips of any objections within the stipulated period, the new Sub-Processor will be deemed accepted by Customer. In the event Customer objects to a new Sub-Processor, Philips will undertake reasonable efforts to find a mutually acceptable solution and if not found within sixty (60) days, Customer may terminate those services that cannot be provided without the use of the objected-to new Sub-Processor. This termination right is Customer’s sole and exclusive remedy if Customer objects to any Sub-Processor. 

16.8.3 When Philips engages a new Sub-Processor, Philips: (a) shall enter into a written agreement with each Sub-Processor containing data protection obligations not less protective than those in this clause 17; and (b) subject to the terms set forth in this Conditions of Sale, shall be liable for the acts and omissions of its Sub-Processors regarding the Processing of Customer Data to the same extent Philips would be liable when performing the services of each Sub-Processor itself under the terms of this clause. 

16.8.4 Transfers of Customer Data
Without prejudice to any applicable data restrictions specified in the Conditions of Sale, Philips may Process Customer Data globally as necessary to perform the services. To the extent Customer transfers Customer Data to Philips or Philips’ Affiliates that will Process such Customer Data outside the European Economic Area, the Philips Processor BCRs (which are incorporated by reference and form an integral part of this Conditions of Sale; and are accessible on shall apply to such transfer. To the extent a Philips entity in the European Economic Area will make use of a third party Sub-Processor which will Process Customer Data outside the European Economic Area, Philips shall enter into the applicable EC Standard Contractual Clauses with such Sub-Processor, unless the European Commission has issued an adequacy decision for the country in which the Sub-Processor Processes Customer Data.

17. Force majeure


17.1 Each party shall not be liable in respect of the non-performance of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control, including, but not limited to, acts of God, war, civil war, insurrection, fire, flood, labor disputes, strikes, epidemics, pandemic, cyber-attack, act of terrorism, governmental regulations and/or similar acts, freight embargoes, export control sanctions or Philips’ unavailability regarding any required permits, licenses and/or authorizations, default or force majeure of suppliers or subcontractors.


17.2 If force majeure prevents Philips from fulfilling any order from the Customer or otherwise performing any obligation arising out of the sale, Philips shall not be liable to the Customer for any compensation, reimbursement, or damages.

18. Miscellaneous


18.1 Any newly manufactured Product provided may contain selected remanufactured parts equivalent to new in terms of performance. 


18.2 If the Customer becomes insolvent, unable to pay its debts as they fall due, files for bankruptcy or is subject to it, has appointed a recipient, is subject to a late fee on payments (temporary or permanent), or has its assets assigned or frozen, Philips may cancel any unfulfilled obligations or suspend its performance; provided that, however, the Customer’s financial obligations to Philips shall remain in full force and effect. 


18.3 If any provision of these Conditions of Sale is found to be unlawful, unenforceable, or invalid, in whole or in part, the validity and enforceability of the remaining provisions shall remain in full force and effect. In lieu of any provision deemed to be unlawful, unenforceable or invalid, in whole or in part, a provision reflecting the original intent of these Conditions of Sale, to the extent permitted by the applicable law, shall be deemed to be a substitute for that provision. 


18.4 Notices or other notices must be in writing and shall be deemed effective if they are handed over in person or sent to the relevant party by courier, post or e-mail. Electronic documents in text form or with a simple electronic signature meet the written form requirement. 


18.5 The failure by the Customer or Philips at any time to require compliance with any obligation shall not affect the right to require its enforcement at any time thereafter. 


18.6 Philips may assign or novate its rights and obligations in whole or in part, to any of its affiliates or may assign any of its accounts receivable to any party without Customer’s consent. Customer agrees to execute any documents that may be necessary to complete Philips’ assignment or novation. The Customer shall not, without the prior written consent of Philips, transfer or assign any of its rights or obligations. 


18.7 The Customer’s obligations do not depend on any other obligations it may have under any other agreement or arrangement with Philips. The customer is only entitled to offset or exercise rights of retention against undisputed counterclaims or counterclaims recognized by Philips or legally established. 


18.8 These Conditions of Sale shall be governed by the laws of the country or state wherein the Philips legal entity identified in the quotation is situated, and the parties submit to the exclusive jurisdiction of the courts at the registered office of the said Philips legal entity, provided that Philips will be entitled to start legal proceedings against the Customer in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

19. Product specific terms


In addition, product specific conditions apply to the products specified in the offer. If any terms set forth in the Product specific schedules conflict with terms set forth in these Conditions of Sale, the terms set forth in the Product specific schedule shall take precedent.

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