Yleiset hankintaehdot | Legrand Finland

These general purchasing terms and conditions shall apply to purchases of all materials, items, products, components, software and all related services (“Goods”), supplied by all suppliers (“Suppliers”) to an entity controlled directly or indirectly by LEGRAND FRANCE, a French public limited company with share capital of 54,912,550 euros, with its registered office at 128 avenue du Maréchal de Lattre de Tassigny, 87045 Limoges, entered in the Limoges Trade & Companies Register with the no. 758 501 001 (“Legrand”), including the successors and assigns thereof. They shall apply to all requests for quotations, orders or proposals (“Orders”) submitted by Legrand to the Supplier. Legrand shall not be bound by any provision, to which an explicit reference may be made, which does not appear in the general purchasing terms and conditions, an Order or any other document.

Goods: the subject of the order, including tangible or intangible goods (products, works, equipment, provision of services, intellectual services, software, etc.), as well as all related documents and deliverables.

Order: instruction officially issued by Legrand’s Purchasing Department, by means of which it asks the Supplier to deliver the Goods under the conditions formally specified in the document.

Special Conditions: specific conditions negotiated between the Parties.

Acceptance: document by means of which Legrand declares that it accepts the Goods with or without reservations.

Supplier: the natural or legal person receiving the Order

Corporate Social Responsibility (CSR): covers all the practices implemented by the Company for the purpose of adhering to the
principles of sustainable, social, environmental and economic development.

Risk Prevention Plan: document produced for operations by a company outside Legrand.

Information System: a set of resources used by the Company to enable information to be managed. The Information System
is associated with technologies (hardware, software and communication), the processes that accompany them and the people that support them.

These general terms and conditions shall form an integral part of the Order for Goods, along with the purchasing specification and any other document explicitly referred to in the Order. In the event of any contradiction between these terms and conditions and those of the Supplier, or in the case of a specific relationship, Special Conditions shall be produced and jointly approved by the two Parties.
 

The Order and the acknowledgement of receipt thereof shall supersede all previous proposals, letters or other commitments not covered by the Order. The Supplier shall have a performance obligation and a duty to provide advice to Legrand and undertakes to comply with the laws, regulations and other applicable legislation in France and abroad, best industry practice, professional practice and the applicable French or international standards, as well as internal regulations.

Any order shall only become final once the acknowledgement of receipt has been returned, dated, signed and bearing the Supplier’s stamp, or on receipt of any other document formalising the agreement, within two weeks of the Order date. Should the acknowledgement of receipt not be returned but should fulfilment of the Order commence, the Supplier shall be deemed to have accepted the terms of the Order. The Special Conditions agreed between the Parties shall appear, as specified above, in the Order or in a specific contract; the acknowledgement of receipt must not contain terms and conditions that have not been agreed between the Parties.
 

Unless otherwise agreed between the Parties, the agreed delivery date is the date on which the Goods arrive at Legrand’s premises and not the despatch date or the date on which the Goods are made available.

Where applicable, the Supplier undertakes to provide Legrand with the declaration of conformity for the Goods produced in accordance with the requirements of European regulations, and to place at its disposal all the documents forming part of the technical file for the Goods (test reports, certificates of conformity, drawings, etc.), and all the necessary documents.

4.1. HEALTH AND SAFETY

By accepting the Order, the Supplier guarantees that the Goods are equipped with all the statutory and standard safety features. Wherever the Order involves services to be provided within Legrand’s establishments, or those of its clients, the Supplier shall take all the necessary measures to comply with the legal and statutory provisions relating to health and safety, as well as the provisions of the Risk Prevention Plan, in a timely manner. The latter shall be produced jointly by Legrand and the Supplier, prior to any operations on Legrand’s premises.

4.2. ENVIRONMENT

Where the Goods are pollutants, where the Goods contain components that are subject to specific regulations (e.g. RoHS, REACH, Conflict Minerals, etc.), the Supplier is obliged to notify Legrand of the presence of these components, the measures to be taken when using the Goods and for their possible destruction (or that of residues) following use, in accordance with the applicable regulations on the date of receipt. Compliance with this clause constitutes an essential and decisive condition of the Order.

Legrand’s responsible purchasing approach is one of the defining aspects of its social responsibility. To ensure sustainable development of its activities, Legrand expects its Suppliers and subcontractors to meet the same standards of social responsibility that it imposes on itself.

Therefore, the Supplier declares that it has familiarised itself with and shall adhere to Legrand’s social responsibility and business ethics commitments, which are available on the Legrand Group’s website - http://www.legrand.com/ en/our-responsibility

The Supplier undertakes to comply with all the rules set out below, based on the commitments of the United Nations Global Compact, the fundamental conventions of the ILO (International Labour Organisation) and Legrand’s CSR policy.

5.1. COMPLIANCE WITH LEGRAND'S RULES OF ETHICS

The Supplier undertakes to comply with the anti-corruption laws, directives and regulations in force in the countries in which it operates, as well as in the countries in which it is established, and to act in accordance with competition law.
 

The Supplier declares that it has familiarised itself with and undertakes to comply with the guidelines set out in the “Legrand Group Guide to Good Business Practice”, which is available at https://www.legrand.com/en/ourresponsibility/society/business-ethics and, specifically, to ban all corruption, fraud, money laundering and breaches of the laws governing export control and embargoes.

5.2. RESPECT FOR HUMAN RIGHTS

The Supplier declares that it has familiarised itself with and undertakes to comply with the commitments set out in the “Legrand Group Charter of Human Rights”, which is available at https://www.legrand.com/sites/default/files/Documents_PDF_Legrand/RSE/2018/HumanRightsCharter_2018.pdf and, specifically, to:
 

• Effectively abolish child labour
• Eliminate all forms of forced and compulsory labour
• Protect the health and safety of its employees
• Guarantee decent working conditions for its employees
• Uphold the freedom of association and the effective recognition of the right to collective bargaining
• Eliminate discrimination in respect of employment and occupation,
• Support and respect the protection of internationally proclaimed human rights within its sphere of influence
   

The Supplier also undertakes to comply with all the regulations governing its activities in the countries in which it operates, directly or indirectly – should it outsource its activities – and, specifically, all the regulations relating to employment and working conditions for workers, including those applying specifically to foreign workers.

5.3. CONTRIBUTION TO REDUCING ENVIRONMENTAL IMPACTS

The environment is a key aspect of Legrand’s CSR policy. To help reduce the environmental footprint of the economic chain, Legrand expects the Supplier to contribute to:
 

• Improving waste recycling, risk management, in particular of pollution (water, air, noise, odours, traffic congestion, etc.), environmental protection and action to preserve biodiversity;
• Continually improving its performance, specifically its energy performance, and reducing its environmental impact (greenhouse gas emissions, impact on water, VOC emissions, etc.), - Innovating for a circular economy.

5.4. ABIDING BY COMMITMENTS MADE

Legrand reserves the right to request any information or documents enabling compliance by the Supplier with its obligations to be verified, as well as in order to have audits conducted at any time, with the aim of ensuring that the Supplier is fulfilling the aforementioned requirements. To this end, the Supplier shall guarantee access to its premises for internal or external auditors appointed by Legrand and undertakes to facilitate access to its subcontractors’ premises for Legrand.

The Supplier undertakes to put in place the means necessary to fulfil the aforementioned requirements and also undertakes to pass on the content to all its own suppliers and subcontractors. The Supplier specifically undertakes to implement a programme designed to ensure compliance with legislation and with Legrand’s CSR policy. The Supplier is thereby encouraged to establish its own CSR policy and to pass on these principles to its own suppliers and subcontractors.

The Supplier undertakes to protect Legrand against and compensate it for any losses, costs, actions, damage, liabilities, expenses, costs incurred as the result of legal action, including lawyer’s fees, and costs arising from any possible transactions, caused by any breach of this article by the Supplier.

The Supplier shall be responsible for any act or omission committed in the fulfilment of its obligations in accordance with this article, whether this results from its own actions or the actions of its management, employees, affiliates, agents, suppliers, subcontractors or any person acting under its control and with its authority, whoever they are.
 

Should the Supplier breach these rules, Legrand may terminate the relationship on the grounds of this breach, without prejudice to any other rights or remedies provided for by law.

Wherever an Order involves access to the Information System for Legrand’s establishments, the Supplier undertakes to comply with the legal and statutory provisions relating to IT security, as well as Legrand’s internal instructions relating thereto. The latter shall be issued by Legrand and accepted by the Supplier, prior to performing any operations using the Information System.

The Supplier may not subcontract some or all of its obligations without the prior formal agreement of Legrand. Should Legrand agree to this subcontracting, the Supplier undertakes to pass on the obligations contained in the contractual documents to its subcontractors and shall remain fully liable for the potential consequences for Legrand of fulfilling the subcontracted Order, and may not cite failures by its subcontractors as a reason to limit its liability.

The Goods shall be shipped/delivered in such a manner that they do not suffer any deterioration/damage during transport and/or storage.
 

Transport arrangements shall be governed by the INCOTERMS of the International Chamber of Commerce, which are in force on the date when the Goods are shipped.

The Supplier shall provide Legrand with a delivery note or a template acceptance report, detailing the Order items, which must accompany the Goods. Where applicable, the costs of demurrage for railway carriages and lorries, storage or handling, or other costs resulting from a delay in providing the delivery note, or insufficient details on shipping documents, or for any other reason attributable to the Supplier’s carrier, shall be borne by the latter.

All Goods that do not comply with the Order may, following discussions with the Supplier, either be returned to the Supplier, which shall bear the costs and risk of storage and transport to its premises, or be collected by the Supplier within eight days of Legrand’s notification of non-compliance.

All deadlines, as negotiated and stipulated in the Order, are binding. As soon as the Supplier is aware of any expected delay in relation to contractual deadlines, it must inform Legrand of the measures taken to remedy said delay, in order to enable Legrand to take the necessary measures to protect its interests.

Except where there are Special Conditions in the contract or a special agreement between the Parties, Legrand reserves the right to apply penalties equivalent to 0.1% of the total Order value (excl. VAT) for every calendar day of delay, up to a maximum of 10% of this value.

In the event that the delay is likely to cause harm to Legrand, or result in Legrand incurring additional costs, Legrand may formally order the Supplier to deliver or inform it in writing (by e-mail, letter or other means) of its decision to cancel all or part of the Order.
 

In the event of successive delays, Legrand also reserves the right to cancel the Order on the grounds of a breach of contract.

These provisions shall not apply in the event of force majeure.

10.1. ACCEPTANCE

Quantity and quality control of the compliance of the Order shall take place following Acceptance of the Goods by Legrand on its premises, or at any other location defined in the Order, within a period of thirty days from the date on which the Goods are received or provided, at the latest.
 

The provisions relating to quality and the processing of non-compliances, in particular, are set out in the Order.

10.2. WARRANTIES

The Supplier shall be liable for damage and losses of all kinds resulting from hidden defects affecting the Goods.

Notwithstanding the legal warranties, and unless agreed otherwise between the Parties, the Supplier shall guarantee the Goods for a period of twenty-four (24) months from the Acceptance or commissioning of Goods, whichever is the later, for any non-compliance affecting the Order, any design, manufacturing or material defects, unfitness for purpose and/or breach of best industry practice and the applicable laws and regulations. Furthermore, the Supplier undertakes to inform Legrand, at least twelve (12) months in advance, should it intend to cease supplying the Goods or spare parts covered by the Order.

Should the above warranty come into effect, the Supplier undertakes to repair or replace the Goods or to bear the costs of repairing or replacing the Goods with identical items. The defective Goods shall be made available to the Supplier for a maximum of one (1) month from notification of a defect. After this period, Legrand shall be free to dispose of them.

Should a defect be identified during the warranty period, the warranty shall be extended by a period equal to that for which the Goods are unfit for purpose; should it be necessary to replace some or all of the Goods, the warranty period shall begin again from the replacement date.

Orders shall be fulfilled at a fixed and, barring a specific agreement, non-revisable price; this price shall include packaging, handling, transport, unloading, insurance, customs duties and all fees, taxes and other costs.

Deposits shall only become the definitive property of the Supplier and payments shall only be made following fulfilment of its
contractual obligations.

Unless specified otherwise in the Special Conditions for the Order, the Supplier shall set up an advance payment bond for all deposits paid by Legrand.

For all Goods paid for by weight, metre or volume, in the event of any contradictions with the Supplier’s documents, measurement shall be carried out jointly by the Parties. Should the Supplier refuse to be present when this measurement is carried out, without a valid reason, it may not object to the measurement taken by Legrand.

Orders shall be paid for, net of any discount, in accordance with the conditions specified in the Order. Each invoice shall be issued in complete compliance with laws and regulations and the Order. Invoices must, specifically, be sent to the address specified in the Order; it shall contain the details of the latter and the delivery note and, where applicable, a record of the deposits received and the corresponding services.

Any invoice that does not comply with laws and regulations shall be rejected and returned to the Supplier.

Compliance with the aspects outlined above will facilitate the processing of invoices and payment by their due dates.

Payments shall be made, unless specified otherwise in the Order, within thirty days (30), end of month the 15th, from the invoice date and may not exceed (60) days net.

In the event of late payment, the penalties shall be set at three times the legal interest rate applicable in France.

The Supplier authorises Legrand, as of right, to offset all reciprocal receivables and payables, provided the conditions required for legal offsetting are met.

Transfer of ownership and risk shall take place:
 

• Following receipt of the Goods at their destination for tangible Goods
• When the acceptance report is signed, if Acceptance is anticipated
• Progressively, as they are received, for results and work originating from a provision of services

Where deposits have been paid for the Order, the part of the Order corresponding to the value of the deposit shall become the property of Legrand, provided that this part of the Order is usable. Should this not be the case and should it not be possible to fulfil the Order in its entirety, no transfer of ownership shall take place for the benefit of Legrand and the Supplier shall return the value of the deposit.

For the duration of the business relationship and for a period of five (5) years thereafter, the Supplier undertakes to consider and treat as strictly confidential and not to disclose to any third party whatsoever, in return for payment or free of charge, and in any form whatsoever, any or all data or information provided by Legrand during the consultation period and/or during fulfilment of the Order, without prior written authorisation, whether this data or information is marked as “Confidential” or not when it is provided, and shall apply equivalent security measures and take the same precautions as those implemented in order to protect its own confidential information. The Supplier also undertakes to only use this confidential data and information for the purposes of consultation on and/or fulfilment of the Order, or the implementation of the provisions thereof, and to only pass it on to those members of its staff who need it in order to perform their duties.

The Supplier undertakes to ensure that this provision is applied by members of its staff and, where applicable, by its subcontractors.

14.1. LEGRAND'S INTELLECTUAL PROPERTY

Information, as well as tangible and intangible Goods, which are the property of Legrand and are made available to the Supplier shall remain the property of Legrand. Where applicable, Legrand shall grant the Supplier a free of charge right to use this information and Goods, for the sole purpose of fulfilling the Order. All Goods entrusted to the Supplier must be returned in response to an initial request from Legrand. The Supplier undertakes to ensure that Goods entrusted to it are properly preserved and maintained.
 

The Supplier undertakes not to directly or indirectly modify in any way the information and Goods, including hardware, software, software packages or documents, entrusted to it, without the prior written agreement of Legrand.

14.2. INTELLECTUAL OWNERSHIP OF THE RESULTS OF THE ORDER

Where an Order has a study or development aspect, and without a specific agreement to the contrary, all information and tangible or intangible Goods, of any kind whatsoever, whatever their medium, including processes, data, software, hardware or any other results, which may form the subject of intellectual property rights, or not, produced within the framework of the Order (hereinafter referred to as the “Outputs”), shall become the property of Legrand. To this end, Legrand may freely use, exploit or transfer the aforementioned outputs, in all countries. It is hereby stipulated that, for Outputs that may be protected by copyright, in particular software, the proprietary rights transferred in this manner shall include the right of representation, reproduction, translation, adaptation, modification, marketing, use, possession, duplication and, more generally, all exploitation rights for all purposes. This transfer shall be valid for the legal term of protection, of which these rights form the subject in each country, for all countries of the world. The ownership of Outputs shall be transferred gradually as they are produced.

A proportion of the fixed amount making up the price of the Order shall be paid for the finalised completion of studies and development, in return for the transfer of the rights listed above. Another proportion of the fixed amount paid by Legrand shall represent fixed remuneration for the use of studies and developments, with the Supplier itself passing on a proportion of these sums to its employed authors, in the form of salaries.
 

Except where the technical specifications provided by Legrand are concerned, the Supplier shall be responsible for the use of all industrial or intellectual property rights as part of the Goods and for the royalties, costs or claims relating to the use of these rights as part of the Goods or resulting from measures taken subsequently to maintain the latter in place.
 

The Supplier agrees, at its expense, to protect Legrand against any third party claims alleging an infringement or misappropriation by the Supplier of any patent, copyright, brand or know-how belonging to a third party. Nevertheless, Legrand has the possibility of being represented by a lawyer of its choice at the Supplier’s expense.

The Supplier shall thus bear the consequences of all judgements handed down by the competent court, once the judgement has become enforceable. Where, according to the Supplier, the use of Goods is or may be likely to form the subject of such a claim, the Supplier may alternatively (a) replace the Goods with a legitimate item or service, which is functionally equivalent, or (b) obtain authorisation for Legrand to continue to use the Goods in question, or, if these solutions cannot be reasonably envisaged by the Supplier, (c) terminate the relationship and refund the price paid in advance, at its own expense. 

Unless specified otherwise, the Supplier explicitly undertakes not to supply any Outputs to third parties. Any breach of this clause would constitute a reason for termination of the contractual relationship between the Parties on the grounds of a breach of contract, without prejudice to any other remedy.

The Supplier undertakes to ensure the reversibility of services provided, from a technical viewpoint, and to do everything necessary, from a legal and human resources viewpoint, to enable Legrand to take back provision of the Supplier’s services, or have this taken back by a third party appointed by it, under the best possible conditions. In order to ensure the transfer of knowledge, the Supplier undertakes to reply in writing to all written questions submitted by Legrand.
 

In the event of the expiry or termination of this relationship, for any reason whatsoever, Legrand shall be entitled to require the Supplier to provide it with all the necessary information to enable it to prepare reversibility.
 

This right may be exercised during the (3) three months prior to the expiry of this relationship or, in the event of early termination, during the period necessary for reversibility to be implemented and, at the latest, at the end of a period of 2 (two) months from the date on which this termination is declared. Therefore, during these periods, the Supplier must maintain the technical and human resources necessary to ensure continuous provision of the service.
 

On the effective transfer date, the Supplier shall make the following items available to Legrand:

• Any hardware and/or software that may have been made available to the Supplier by Legrand, to the extent that these resources continue to exist on the effective transfer date,
• All documentation relating to the services provided created or amended by the Supplier as part of its service, in its latest version, and, more generally, all documents and/or information which may have been placed at its disposal by Legrand.
   

On request, during the two (2) month period following the transfer date, the Supplier shall provide Legrand or any third party named by the latter with its technical assistance, to facilitate it taking back the services entrusted, but on condition that this third party is not a direct competitor of the Supplier, working to provide the same type of service as the latter to the same type of customer base.
 

The Supplier and Legrand agree on the following financial provisions, with regard to the reversibility assistance services provided by the Service Provider, including those relating to the transfer of information:
 

• If the reversibility situation results from early termination of the relationship, following a breach by the Service Provider, Legrand shall not be invoiced for the reversibility assistance services,
• If the reversibility situation results from the occurrence of a case of force majeure, the costs of reversibility assistance incurred by the Supplier shall be shared equally by Legrand and the Supplier,
• If the reversibility situation results from any other reason for suspending this relationship, Legrand shall be invoiced in full for the reversibility assistance services provided by the Supplier, based on the Supplier’s rates on the day on which the services are provided.

Within the framework of relations between the Parties, the Supplier may be required to disclose to Legrand personal data relating to any individuals (natural persons) acting on its behalf and in its name (the “Data Subjects”). Legrand shall process this data for the purpose of complying with a legal obligation (anti-corruption, combating fraud, accounting, etc.) on the basis of legal requirements, for the purposes of contractual negotiation, placing of orders and administrative operations associated with orders, contracts, etc. on the basis of the contract and for the purpose of selecting suppliers and producing documentation and financial statistics on the basis of the corresponding legitimate interests.
 

Legrand undertakes not to retain this data for a period exceeding ten (10) years following the final commercial transaction, except where a longer retention period is authorised or required by a legal or statutory provision, or if the Data Subjects have exercised one of the rights conferred on them by law, under the conditions set out below. 

Access to this data is strictly limited to employees who are authorised to process it on account of their position and to Legrand’s service providers acting as subcontractors, within the limits of their remit, except where Legrand is required to disclose this data for legitimate reasons (legal obligation, combating fraud or abuse, exercising rights of defence, debt collection, etc.). Should the Order necessitate the involvement of Legrand’s subsidiaries, Legrand may be required to make this data available to them. In the event of this data being transferred outside the European Union, Legrand undertakes to implement the necessary safeguards to ensure the protection and confidentiality of data.
 

Pursuant to the French Data Protection Act no. 78/17 of 06/01/78 as amended and the General Data Protection Regulation no. 2016/679 of 27/04/2016, Data Subjects have a right of access, correction, portability and limitation over the processing of personal data relating to them. They may request the deletion of their personal data or object to its processing, unless this processing is based on the contract or a legal obligation. They also have the right to determine what happens to their personal data after their death.
 

Legrand has appointed a Data Protection Officer to handle such requests:
 

• By post: Legrand France - Direction Juridique / Legal Department - 128, Av. de Lattre de Tassigny - 87045 LIMOGES cedex (France),
• Via the Group’s corporate website: https://www.legrand.com/en/contact
   

Requests will be dealt with within one (1) month of receipt. If necessary, this period may be extended by a further two (2) months, depending on the complexity and number of requests received. In this event, Data Subjects shall be informed of this extension and the reasons for deferral, within one (1) month of their request being received.
 

No payment shall be required to exercise these rights except in the case of a manifestly unfounded or excessive request. In this case, Legrand reserves the right not to act upon the request.
 

Should Data Subjects still not be satisfied with Legrand’s response, Legrand reminds them that they are at liberty to lodge an appeal with the French Data Protection Authority (Commission Informatique etLibertés - CNIL): https:// www.cnil.fr/
 

In turn, the Supplier undertakes to comply with the applicable regulations relating to the protection of personal data, in particular its obligations as a subcontractor with regard to the provisions of Article 28 of the General Data Protection Regulation, where applicable, and to pass on these obligations to any possible subcontractors.

Should the Parties fail to fulfil some or all of their contractual obligations, and specifically, but not restrictively, in the event of a failure by the Supplier to fulfil one of the obligations relating to social responsibility incumbent on it under the terms of these General Purchasing Terms and Conditions, the non-defaulting Party reserves the right to cancel the Order, following a formal notification, by registered letter with acknowledgement of receipt or any other equivalent electronic means, which has remained without effect for thirty (30) days following receipt thereof.
 

Termination of an established business relationship shall take place following a reasonable written notice period and shall take account of the mandatory provisions of the applicable legislation.
 

Pursuant to Article L. 233-3 of the French Commercial Code, should the Supplier should come under the control of another company, it undertakes to inform Legrand of this as soon as possible, by registered letter with acknowledgement of receipt. In this event, Legrand shall have a period of twelve (12) months from notification of the change of control within which to decide whether to terminate the relationship, without compensation for the Supplier. In this case, notice of termination shall be issued in a registered letter with an acknowledgement of receipt, unless the Parties decide to agree on different terms and conditions for terminating the relationship.

The Supplier shall be liable for all bodily injury and material or immaterial damage caused to third parties or to Legrand, its representatives or agents, when fulfilling, failing to fulfil or incorrectly fulfilling the Order, or resulting therefrom, either due to the Supplier’s failure to comply with its contractual obligations, or as the result of the latter’s civil liability or that of its representatives, agents or subcontractors being invoked.
 

The Supplier hereby declares that it has taken out an insurance policy, with a reputedly solvent insurance company, the purpose of which is to cover the financial consequences of civil liability that it may incur due to bodily injury or material or immaterial damage. The Supplier undertakes to provide Legrand with the corresponding certificates every year. The Supplier also undertakes to pay all insurance premiums relating to this policy throughout the period of fulfilment of the Order.

The Parties undertake to jointly examine all disputes that may arise between them, in the most cooperative manner. In the event of a dispute, the Supplier shall have the option, should it wish to do so, to contact Legrand’s internal mediator via legrand-mediateur-inter-entreprise@legrand.fr, in order to inform the latter of the situation and to seek an amicable solution.

During this period of mediation and as part of the handling of all disputes, the Parties undertake to make every effort to minimise the resulting financial consequences for the Parties and, specifically, for the Supplier, to suspend fulfilment of the Order if requested to do so by Legrand.
 

The Order and the effects thereof shall be governed by French law, excluding the UN Convention on Contracts for the International Sale of Goods of 11 April 1980. Where no solution can be found with the assistance of the internal mediator, the first Party to take action may refer any dispute to the courts for the region where its registered office is located, to which the company and the Supplier explicitly assign jurisdiction, even in the event of the introduction of third parties or multiple respondents, irrespective of the locations and payment terms.