Terms of Supply

HENKEL VIETNAM STANDARD TERMS OF SUPPLY

1. Definitions

In these Terms and in any contract applying these Terms, unless the context requires otherwise:

(a) “Affiliates” means an entity or natural person (i) which is directly or indirectly controlled by a Party; (ii) which directly or indirectly controls a Party; (iii) which is directly or indirectly controlled with a Party; (iv) of which a Party or any other Affiliates owns or has a beneficial interest in 20% or more of the issued share capital or 20% or more of its capital assets; or (v) which is the successor in title or assign of the entity or natural person referred to in the preceding;

(b) “Applicable Laws” means any local, state, provincial, territorial, national or federal laws, any local privacy, and protection of personal data laws, Relevant Personal Data Protection Laws (as defined below), legislation, statutes, regulations, rules, treaties, and orders of a government agency which are applicable in the jurisdiction(s) where the Contract shall be performed and used and which relate to a Party’s rights or obligations under the Contract;

(c) “Business Day” means a day other than a Saturday or Sunday or public holiday in Vietnam on which commercial banks are open for general retail business;

(d) “Claim” means any claim, demand, action, suit or proceeding for damages, injunctive relief, specific performance or any other remedy, whether by original claim, counterclaim or otherwise whether known or unknown at the time of this Contract, whether presently in contemplation of the parties or not;

(e) “Confidential Information” means the business or technical information disclosed by either Party to the other Party, including, without limitation, information relating to a Party’s production plans, customers, sellers, suppliers, designs, costs, products and services, pricing, finances, marketing plans, operations, business opportunities, personnel, research, and development. Without limiting the preceding, the existence of any Contract, documents, materials and these Terms are Confidential Information of both the Supplier and the Customer;

(f) “Consequential Loss” means loss or damage, whether direct or indirect, such as, among other things, loss of profits, loss of revenue, loss of production, liabilities in respect of third parties (whether contractual or not), loss of anticipated savings or business, pure economic loss, loss of opportunity and any form of consequential, special, indirect, punitive or exemplary loss or damages, whether or not a party was advised of the possibility of such loss or damage;

(g) “Contract” means the contract between the Supplier and the Customer for or concerning the sale and purchase of Goods, and includes these Terms together with the Supply Agreement;

(h) “Customer” means the entity or natural person to whom Goods are supplied by the Supplier or who is named as the purchaser in the relevant order form or sales invoice, and its successors;

(i) “Delivery Note” means the minutes entered between the representative of the Supplier and the representative of the Customer to record and acknowledge the delivery of Goods;

(J) “Entity” means entity of each Party who will have access to, or process Personal Data for the Purpose and of accomplishing the purpose(s) of the Contract;

(k) “Force Majeure Event” has the meaning given to the term in Clause 14.1;

(l) “Personal Data” means any personal information and personal data relating to any identifiable individuals, whether available and collected in written, oral, electronic, photographic and other forms, whether or not such information is expressly stated to be confidential or marked as such;

(m) “Purpose(s)” means the purpose(s) which is/are expressly communicated in writing herein by one Party to the other Party to the Contract to collect and process the Personal Data strictly and solely for the purpose(s) as mentioned above;

(n) “Relevant Personal Data Protection Laws” means all applicable local and relevant laws relating to the protection of Personal Data in each jurisdiction of performance of the Contract;

(o) “Goods” are the products being provided by the Supplier to the Customer under the Contract and may include services. For these Terms, the Goods shall mean the Goods in their entirety where delivery is not by installments or, where delivery is by installments, each installment of the Goods;

(p) “Goods Materials” means any materials prepared by the Supplier or on its behalf which relate to the Goods and their development including, without limitation, drawings, designs, samples, models, and similar items;

(q) “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks, and service marks, business names and domain names, rights in get-up and trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

(r) “Inspection Company” means [Ho Chi Minh City Branch of Vinacontrol Group Corporation (“VINACONTROL”), with its address at No. 80 Ba Huyen Thanh Quan Street, Ward 9, District 3, Ho Chi Minh City], or another party as jointly appointed by the Customer and the Supplier to appraise or define the specifications, quality and quantity of the Goods when necessary or when a dispute arises on whether the Goods supplied by the Supplier are compliant with the Specifications under the relevant Order Acknowledgement;

(s) “Loss” means any damage, loss, cost, expense or liability incurred by an entity or natural person or arising from any claim, action, proceedings or demand made against the entity or natural person, however arising and whether present or future, fixed or ascertained, actual or contingent and includes Consequential Loss;

(t) “Order Acknowledgement” means a document which indicates the Supplier’s acceptance of the request(s) set out in the Customer’s Purchase Order;

(u) “Point of Delivery” means the agreed location as indicated in the Order Acknowledgement where the delivery of Goods shall take place;

(v) “Purchase Order” means an offer by the Customer to buy the Goods from the Supplier that are identified and described in such Purchase Order;

(w) “Specifications” means the Goods’ specifications in material respects that are agreed between the Supplier and the Customer as reflected in a Contract and/or an Order Acknowledgment. Any stated dimension or weight set out in the Specifications is an estimate only;

(x) “Personal Data” means any personal information and personal data relating to any identifiable individuals, whether available and collected in written, oral, electronic, photographic and other forms, whether or not such information is expressly stated to be confidential or marked as such;

(y) “Supplier” means Henkel Adhesive Technologies Vietnam Co., Ltd., a company established and operating under Vietnam laws, having the Enterprise Registration Certificate No. 3600450091 issued by the Department of Planning and Investment of Dong Nai Province for the first issuance on 16 December 1999 and located at No. 7, Road 9A, Bien Hoa Industrial Zone, Bien Hoa City, Dong Nai Province, Vietnam; and its successors;

(z) “Supply Agreement” means the supply agreement between the Supplier and the Customer for or concerning the sale and purchase of Goods; and

(aa) “Terms” means these standard terms of supply.

2. General

2.1 These Terms and the Supply Agreement govern all orders, supplies, and related dealings between the Supplier and the Customer (starting now referred to as collectively the “Parties” and individually the “Party”) concerning the sale and purchase of Goods. These Terms and the Supply Agreement supersedes all previous communications between the Parties and overrides all terms to the contrary, including any different or additional terms specified in the Customer’s order, unless expressly agreed to in writing by the Supplier. In case the Supply Agreement differs from these Terms, the former will prevail to the extent of any inconsistency.

2.2 No other representations, warranties, terms, or conditions, whether express or implied, are binding on the Supplier, except those agreed to in writing and signed by the Supplier, or those implied by law and cannot be excluded by express agreement.

2.3 Notwithstanding the above, any special conditions specified by the Supplier on a quotation will, to the extent they are inconsistent with these Terms, take precedence over the Contract.

2.4 If any of these Terms is invalid, it will be read down to the extent necessary to make it valid or, if that is not possible, severed from these Terms without affecting any other terms.

2.5 By placing an order or accepting delivery of Goods, the Customer is deemed to have agreed to be bound by these Terms and the Contract.

2.6 If the Affiliate of the Customer place orders under the Supply Agreement and these Terms, the Customer must ensure that each Customer Affiliate complies with these Terms and this Contract insofar as they apply to the Customer and Customer is responsible for each act or omission of Customer Affiliate as if that act or omission were an act or omission of Customer under the Contract.

3. Orders

3.1 The Customer shall place its order for Goods by sending the Supplier a Purchase Order presenting its offer to buy the Goods of the Supplier. The Supplier shall express its acceptance of such offer by issuing an Order Acknowledgement.

3.2 Any quotation issued by the Supplier and/or Purchase Order issued by the Customer shall not constitute a Contract unless and until the Supplier has issued an Order Acknowledgement to the Customer following a Purchase Order. A Contract between the Supplier and the Customer shall come into existence at the time and on the date when the Supplier issues the Order Acknowledgement. The Supplier shall be under no liability whatsoever to the Customer for any Loss, injury or damage (including consequential loss, injury or damage) suffered or caused as a result of or arising out of any act or omission (whether negligent or otherwise) by the Supplier, its servants or agents or any other person in any way related to or arising out of a quotation or the issuance of a Purchase Order.

3.3 Upon the Supplier’s issuance of the Order Acknowledgement, any amendments to or cancellation of an Order can be made only with the Supplier’s written consent and upon the terms that will compensate the Supplier against Loss. The Customer shall be liable for any costs, expenses, and liabilities incurred in connection with any such cancellation or amendments.

3.4 The Customer must take delivery of, and pay for, all Goods obtained for or held at the Customer’s request.

3.5 The Customer acknowledges that any description of the Goods is given by way of identification only. No order placed under these Terms constitutes a sale by description or sale by sample. All performance figures, descriptions, drawings, and samples of Goods are approximations, only intended for guidance purposes. The Supplier shall not be liable for their accuracy, and they shall not form part of the Contract.

4. Prices & Taxes

4.1 The purchase price of Goods will be the amount quoted by the Supplier to the Customer in writing that is subsequently included in an order for Goods that has been accepted by the Supplier or, where no price has been quoted, the price as specified in the Supplier’s current price list (“Purchase Price”). The Supplier may vary any prices quoted before any order being accepted (in which case the Customer may elect to order the Goods at the varied price or cancel their order).

4.2 The consideration for any supply made by the Supplier to the Customer, including the Purchase Price, excludes VAT (unless otherwise specified) and other applicable duties and taxes which must be paid by the Customer at the same time and in the same manner as the consideration.

4.3 Any payments made by the Supplier to the Customer are subject to any withholding tax required by law.

4.4 Any rebates, discounts, or reductions calculated by reference to consideration must be calculated excluding any amount in respect of VAT.

4.5 Where payment is made by credit card, the Supplier may charge an administration fee.

4.6 Any increase in the cost of supply of the Goods before delivery will be paid by the Customer (but only to the extent such increase is reasonable and reflects the actual cost of supply).

4.7 The Supplier may vary the Purchase Price of future Purchase Orders not yet accepted by the Supplier by giving written notice of variation to the Customer.

5. Credit Checks

The Customer authorises and consents to the Supplier obtaining credit information about it from a Vietnam credit rating agency and supplying information to a collection agency for commercial credit related or credit guarantee purposes or for ongoing credit management of the Customer’s account, including collecting payments. If necessary, upon the request of the Supplier, the Customer will supply information and consents necessary for a Vietnam credit rating agency to create a report on the credit worthiness of the Customer.

6. Terms of Payment

6.1 Customer must pay the Supplier for Goods in full in advance or upon receipt of the Goods unless otherwise agreed in writing.

6.2 Suppose the Customer fails to make payment to the Supplier on time per the Contract. In that case, the Customer shall be obliged, in addition to continuing to perform such payment obligations, to pay the Supplier the late payment interest of 0.05% per day on the total outstanding amount, calculated from the payment due date to the date that the Customer makes the payment.

Besides, the Supplier may take any or all of the following actions:
(a) uspend delivery of Goods that are the subject of the Contract or any other Goods until payment is made in full; (b) review and amend the terms of payment for future orders by the Customer; or
(c) withdraw its credit facility to the Customer.

7. Delivery

7.1 Under these Terms, “delivery” occurs when the Customer takes delivery of the Goods personally or through its agent or contractor including when the Supplier delivers the Goods to a carrier engaged on behalf of the Customer for delivery or, where the Goods are to be collected, when the Supplier notifies the Customer that the Goods are ready for collection.

7.2 Unless agreed otherwise by the Parties, delivery will be Ex-work (Henkel Vietnam plant) Incoterms^® 2020, and shall take place at the Point of delivery stated in the relevant Order Acknowledgement. The Customer must take delivery of the Goods within 5 Business Days of being notified that the Goods are ready for delivery (“Collection Date”) (“Notice of Delivery”).

7.3 If the Customer causes any delay in taking delivery:

(a) the Goods are deemed to have been delivered to the Customer on the Collection Date and thereafter the Supplier holds the Goods as bailee for the Customer and the Customer is liable for the cost of storing the Goods beyond the Collection Date;

(b) risks in the Goods shall pass on to the Customer on completion of delivery; and

(c)if ten (10) Business Days after the Supplier giving Notice of Delivery to the Customer however the Customer has not accepted the delivery of Goods, the Customer shall be deemed as illegitimately unilaterally terminating the Contract. In such case, the Supplier may resell or otherwise dispose of part, or all of the Goods and the Customer shall compensate the Supplier for any Losses arising from such unilateral termination by the Customer.

7.4 The Supplier reserves the rights to charge reasonable additional delivery fees concerning special or expedited orders, or where an order is for less than the minimum quantity of Goods specified by the Supplier from time to time.

7.5 The Supplier will make reasonable efforts to arrange delivery of the Goods by the date for delivery specified in the Purchase Order (“Delivery Date”), however the Delivery Date is an estimate only and is not a condition of the Contract. The Customer will have no Claim against the Supplier for any Loss caused by the failure to deliver by the Delivery Date.

7.6 Any delay in the delivery of the Goods shall not entitle the Customer to terminate or rescind a Contract. Any delay exceeding thirty (30) Business Days shall be deemed as non-delivery for which the Supplier’s liability shall be limited to, at the Supplier’s option, either delivering the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods. The Supplier shall not be liable to the Customer for any delay, non-delivery, or failure to perform any of its obligations under a Contract as a result of a Force Majeure Event.

7.7 The Customer must provide any necessary particulars or instructions to the Supplier within a reasonable time to enable the Supplier to complete the Customer’s order.

7.8 The Supplier may make instalment deliveries and each instalment delivery will be deemed to be a separate Contract to which these Terms together with the Supply Agreement apply. Failure by the Supplier to deliver any instalment will not entitle the Customer to cancel the balance of the order.

8. Inspections and Acceptance

8.1 The delivery of Goods shall be deemed completed and Accepted upon both Parties signing the Delivery Note.

8.2 Where there is an error during the delivery (including without limitation the delivery of Goods not conforming to the Specifications, delay, non-delivery), the Customer shall orally notify the Supplier and the carrier immediately which shall be followed by a notification in writing within four (04) Business Days after the scheduled date of delivery. Failing such notice and subject to any non-excludable condition implied by law, the Goods will be deemed to have been delivered to and accepted by the Customer.

8.3 Where the Parties disagree on whether the delivered Goods have conformed with the Specifications, the Parties shall appoint the Inspection Company as the independent third party to evaluate Goods. The losing Party shall bear the costs of such evaluation. The evaluation report shall be legally binding and form the basis for the Parties’ subsequent actions under the Contract provisions.

9. Risk and Title

9.1 The risk of Loss or damage to the Goods will pass to the Customer when the Customer takes delivery of the Goods.

9.2 The Customer must insure the Goods from the time that risk passes to the Customer against all usual risks and, until the Supplier has been paid for them, and holds any moneys received from any insurer relating to those Goods for the benefit of Supplier.

9.3 The Supplier retains title to the Goods, and title to the Goods does not pass from the Supplier to the Customer, until the Customer pays in full all payable amounts, owing but not payable amounts, or amounts that otherwise remain unpaid by the Customer to the Supplier on any account at any time (“Amounts Owing”). This is so even if the Customer has taken possession of the Goods.

9.4 The Goods, proceeds and any product or mass that the Goods may be or become part of are referred to in these Terms collectively as the Collateral.

10. Default of Customer

10.1 The following events are “Events of Default”:

(a) (where the Customer is a corporation) the Customer is or becomes insolvent or any order is made or resolution passed for its winding up or the appointment of a provisional liquidator or an administrator is appointed to it or a manager, receiver or controller is appointed over all or any part of the Customer’s assets; or

(b) (where the Customer is a natural person) the Customer is or becomes insolvent or commits an act of bankruptcy or makes an assignment for the benefit of creditors; or

(d) the Customer breaches any term of the Contract, or Customer or Customer Affiliate engages in misconduct which is considered detrimental to the best interests of the Supplier, which is not cured within 14 days of written notice of the alleged breach or misconduct or the Supplier reasonably believes that its Goods are at risk of being disposed of otherwise than per these Terms or its title to those Goods is being challenged.

10.2 Without limiting Clause 6 of these Terms, upon the happening of an Event of Default, the Supplier may in its absolute discretion:

(a) decline to deliver any Goods which have not yet been delivered and recover the cost of storing those Goods; and/or

(b) therwise cease to perform any of its obligations to the Customer; and/or

(d) demand that the Customer return any Goods for which there are Amounts Owing, and upon demand the Customer must return such Goods; and/or

(e) (without prejudice to any of its other rights) immediately take possession and recover the Collateral and otherwise enforce its security interest in the Collateral, and the Supplier may retain or resell or otherwise dispose of the Collateral without notice to the Customer, and the Supplier may enter any premises occupied by the Customer and remove the Collateral for those purposes.

10.3 The Customer will pay the Supplier all costs and expenses (including legal fees) incurred by the Supplier or its agents to enforce its rights and recover Collateral or any Amounts Owing by the Customer to the Supplier.

10.4 The Customer must promptly do anything the Supplier requires to ensure that its security interest is perfected and has priority over all other security interests.

10.5 This provision survives the termination of any agreement into which the Terms are incorporated.

11. Limitation of Liability

11.1 The Supplier’s total liability arising out of the manufacture, sale, or supply of the Goods and its use, whether based on warranty, contract, negligence, Goods liability, or otherwise, is limited, at the Supplier’s option, to the replacement of the Goods, the repair of the Goods or refund of the payment made for the Goods and shall under no circumstances exceed the original purchasing price of the Goods.

11.2 In no event shall the Supplier be liable for unintended or consequential damages, including, but not limited to, loss of profits, revenue, anticipated savings, contracts, and damages arising out of the manufacture, sale, or supplying of any other goods.

12. Usage of the Goods

12.1 The Customer will provide product data sheets (“PDS”) and information supplied by the Supplier to end-users. The Supplier shall not be liable for any Loss incurred or Claim made by others where the Goods are within specifications in PDS or are not used per the PDS. The Customer must notify the Supplier as soon as it becomes aware of any product Claims or injuries incurred due to the Goods’ use.

12.2 The Customer will comply with all laws prevailing in the countries where it is selling or using the Goods. The Supplier may require the Customer to confirm its compliance with applicable laws in writing at any time.

13.Intellectual Property Rights

13.1 The Customer acknowledges that:

(a) the Intellectual Property Rights in the Goods and any Goods Materials, equipment, documents and other properties of the Supplier are the exclusive property of the Supplier or the third party manufacturing the Goods, any legitimate licensors, licensees (as applicable) and shall be returned to the Supplier or any of the said owners upon demand;

(b) All drawings, designs, and quotations provided by the Supplier for which the Customer does not subsequently place an order Goods shall remain the property of the Supplier and be treated as confidential by the Customer and not used in any way. The Supplier shall have no liability concerning any such drawings, designs, or quotations;

(c) Nothing in these Terms, any Contract, or any agreement as may be entered into between the Supplier and the Customer shall be construed as conferring any license or granting any rights in favor of the Customer in the Intellectual Property Rights in the Goods or the Goods Materials. Where the Customer is allowed to resell the Goods, such resale of Goods shall be subject to the Supplier’s right to control the use of its trademarks in Vietnam or anywhere in the world and the Customer shall assist the Supplier as required in preventing parallel buyers/importers from diluting any of the Supplier’s rights; and

(d) Any goodwill in any trademarks affixed or applied to the Goods shall remain to the sole benefit of the Supplier or any other owner of the trademarks from time to time.

13.2 The Customer shall not repackage the Goods and shall not without the Supplier’s prior written consent allow any trademarks of the Supplier or other words or marks applied to the Goods to be obliterated, obscured or omitted or added any additional marks or words.

13.3 The Customer shall not use (other than under the Contract) or seek to register any trademark or trade name (including any company name) which is identical to, confusingly similar to, or incorporates any trademark or trade name which the Supplier owns or claims rights in anywhere in the world.

13.4 The Customer shall promptly notify the Supplier of:

(a) any actual, threatened or suspected infringement of any of the Intellectual Property Rights in the Goods or the Goods Materials (or both) which comes to the Customer’s notice; and

(b) any claim by any third party that comes to the Customer’s notice that the sale or advertisement of the Goods or the use of the Goods Materials (or both) infringes any person’s rights.

13.5 The Customer agrees (at the Supplier’s request and expense) to do all such things as may be reasonably required to assist the Supplier in taking or resisting any proceedings concerning any infringement or claim referred to herein. The Customer shall not make any admissions or statements in respect of or compromise any such claim other than with the prior written consent of the Supplier.

13.6 In the event of any claim, proceeding or suit by a third party against the Customer alleging infringement of such party’s rights by any of the Intellectual Property Rights in the Goods or the Goods Materials (or both), the Supplier shall, at its discretion, defend the claim, proceeding or suit at the Supplier’s expense, subject to:

(a) the Customer promptly notifying the Supplier in writing of any such claim, proceeding or suit; and

(b) the Supplier being given sole control of the defense of the claim, proceeding or suit, and provided that the Supplier shall not be liable and shall not defend the claim, proceeding or suit to the extent that such infringements arise out of or in connection with modifications to the Goods or the Goods Materials (or both) made by anyone except the Supplier or its authorized representative, or out of use or annexation of the Goods or the Goods Materials (or both) with or to products or third party materials not specified or expressly approved in advance in writing by the Supplier, or where the claim, proceeding or suit arises from the Supplier’s adherence to the Customer’s requested changes to the Specification of Goods or from infringing items of the Customer’s origin, design or selection.

13.7 This provision shall survive the termination of the Contract.

14. Force Majeure

14.1 Any delays in or failure by either Party in the performance of any obligations hereunder will not be deemed a breach of the Contract if and to the extent caused by occurrences beyond such party’s reasonable control, including but not limited to wars, fires, labor troubles, Acts of God, shortage of materials or equipment, interruption of or delay in transportation or by compliance with any law or other governmental action, or decision of any court, board or other governmental authority (hereinafter referred to as “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the Party wishing to claim the benefit of this provision will promptly notify the other Party of the nature and extent of the matter causing the delay and the suspension period’s estimated duration.

14.2 If a Force Majeure Event is claimed by the Supplier, which hinders the Supplier’s ability to supply the Goods, the Customer will accept all such lesser available quantities of Goods. In no event will the Supplier be obligated to obtain the Goods from others to deliver to the Customer hereunder.

15. Duty to Act in Good Faith and Avoid Conflicts of Interest

The Customer must act in good faith when dealing with the Supplier and the Customer must take all reasonable steps to investigate and disclose to the Supplier whether any actual or potential conflict of interest (such as employment arrangements or family relationships) exists between itself or any of its employees and the Supplier or any of the Supplier’s employees. The Parties will use their best endeavours to resolve any conflict of interest, which exists.

16. Sub-Contracting

The Supplier reserves the right to subcontract the production, manufacture, or supply of the whole or any part of the Goods.

17. Variation, Waiver, Cancellation, or Assignment of Terms

17.1 From time to time, the Supplier may vary these Terms by notice to the Customer and publication on the Supplier’s website. The Customer will be deemed to have accepted the varied terms by ordering or accepting any Goods from the Supplier after the date of that notice.

17.2 No purported waiver, variation, cancellation, or assignment of these Terms or any rights or obligations under these Terms by the Customer will be binding on the Supplier unless agreed to in writing by the Supplier.

18. Confidentiality

18.1 Each Party will maintain in strict confidence any Confidential Information, which they may receive in connection with this Contract. No Party will make available the Confidential Information to any other person without the prior written consent of the party concerned. The term “third party” will not apply to Affiliates of either Party, provided such Affiliate will be bound to the same extent of secrecy as the Parties hereto.

18.2 These obligations to maintain confidence and secrecy will not apply to Confidential Information, which:

(a) Is in the public domain after the time of disclosure without fault of the receiving party;

(b) is known to the receiving party before receipt thereof from the other party;

(d) is developed by the receiving party independently from any access to the Confidential Information supplied by the supplying party.

18.3 Each Party will ensure that only employees who need the Confidential Information for the performance of the Contract have access to the Confidential Information and that such employees are, for the term of their employment with the receiving party and thereafter, bound to keep confidential the Confidential Information and not to use the Confidential Information for purposes other than the performance of the Contract.

18.4 These confidentiality obligations will expire five (5) years from the termination or expiry of the Contract.

19. Privacy

19.1 Each Party agrees to comply with all Applicable Laws, local and relevant laws, and all Relevant Personal Data Protection Laws relating to privacy and protection of Personal Data obtained or collected by, or disclosed to that Party or to be processed by that Party under the Contract.

19.2 The Parties acknowledge and agree that in providing Goods, each Party may collect and process Personal Data, including, without limit, transferring it outside the country in which it is collected and disclosing it to third parties, strictly for the Purpose(s) for which the individuals concerned have been notified and for which each individual’s prior, express and written consent have been obtained before each person’s Personal Data being collected, or which have been collected and processed.

19.3 Each Party acknowledges, agrees and undertakes that they shall have in place adequate and robust systems, equipment and processes relating to technical, data processing, information technology, secure and encrypted data storage, human resource and all organizational security measures so that the confidentiality of the collection and processing of Personal Data complies with Relevant Personal Data Protection Laws.

19.4 The Parties acknowledge, agree, and undertake that they shall have complied with all legal obligations imposed upon their organization, company, Entity, Entities, or Affiliates by all the Relevant Personal Data Protection Laws.

19.5 The Parties acknowledge, agree, and undertake that they shall collect, process, use, and store all Personal Data following and in full compliance of all Relevant Personal Data Protection Laws at all times.

19.6 The Parties acknowledge, agree and undertake that in the event there is any security leak or breach of Personal Data collected and/or processed by the Party or their Entity/Entities or Affiliate, and/or breach of their confidentiality obligations or their obligations for their compliance with all Relevant Personal Data Protection Laws, that the relevant Party shall immediately and within the first hour of discovery of such security leak or breach inform the other Party, to enable the other Party to be able to immediately inform its local country government regulator of such breach in compliance with all Relevant Personal Data Protection Laws.

19.7 The Parties acknowledge, agree, and undertake that, if requested by Party or Entity, they will comply with a Party’s or an Entity’s global data privacy obligations, execute applicable European Union model contracts for the transfer of Personal Data into any countries in the European Union or which relate to the monitoring or targeting of Personal Data of any persons, subjects or citizens in or of the European Union.

20. Vienna Convention

The provisions of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna in 1980 (known as the Vienna Convention) are expressly excluded.

HENKEL VIETNAM STANDARD TERMS OF SUPPLY

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