WAGNER Group GmbH general terms and conditions

1. General terms and conditions

1.1 The legal relationship between us as a Supplier (hereinafter WAGNER) and you as a Buyer in connection with our products and/or services (hereinafter Deliveries)—especially our offers and contract acceptance declarations, sales, consultation and information services, assembly and maintenance/repair work—is governed exclusively by these “General Terms and Conditions for Products and Services” (hereinafter referred to as General Delivery Terms). Buyer general terms and conditions, especially General Terms and Conditions for Sales or Purchase Orders, apply only insofar as WAGNER has expressly agreed to them in writing. The mutually agreed written declarations of intent shall determine the scope of the deliveries.

1.2 WAGNER reserves its rights of ownership and copyright exploitation without restriction as regards cost estimates, drawings, models, samples and other technical documents and information (hereinafter Documents) provided to the Buyer. These documents are to be used only for the contractually agreed purpose, must be held strictly confidential, and may only be made available to third parties upon prior consent by WAGNER. Confidentiality obligations also apply following contract completion. Any pre-contractual documents provided by WAGNER, such as offers, descriptions or cost estimates, are non-binding and subject to confirmation, and are only provided to the Buyer for informational purposes, unless their binding nature has been expressly agreed. Should the purchase order not be completed, these documents are to be returned to WAGNER immediately on first request and in their entirety, including any copies made. Sentences 1 and 2 apply mutatis mutandis to Buyer documents. These, however, may be made accessible to those third parties whom WAGNER has rightfully engaged as subcontractors.

1.3 Pursuant to Section 69a ff. of the German Copyright Act, WAGNER reserves copyright to any software or firmware provided to the Buyer in context of the product delivery scope, including documentation for such software and firmware. The Buyer has a non-exclusive right to use such software and firmware, including documentation, within the legally permissible scope with the agreed performance characteristics, on the agreed devices and to the extent required for contractually agreed product use. The Buyer may only make a backup copy if this is expressly agreed in writing.

1.4 Partial deliveries are permissible.

1.5 Within these General Delivery Terms, the term “damages” also includes claims for reimbursement of expenses.

2. Prices, payment conditions and set-off

2.1 Prices are valid for the scope of service and delivery specified in the order confirmations. Any additional or modified services will be calculated separately. Prices are in Euro, ex works or ex warehouse, plus packaging, plus the applicable statutory sales tax, and plus any customs, fees or other public charges related to export deliveries.

2.2 Insofar as WAGNER has agreed to perform installation, commissioning, maintenance or repair, and unless otherwise agreed, the Buyer is responsible for the agreed remuneration as well as any incidental expenses, such as travel and transport costs or daily allowances.

2.3 Insofar as WAGNER has not expressly agreed to a fixed price in writing, these incidental expenses will be included separately in the invoice along with any public charges, ancillary fees, freight charges, load securing costs or statutory charges. If the parties agree to billing based on actual labour and/or materials costs, and the Buyer has been provided with a cost estimate in advance, this amount shall not be considered a set price: remuneration shall be determined based on final calculations. WAGNER also reserves the right to increase prices if:

a) wages or material prices increase between the time of the proposal and the time of contract fulfilment. In such cases, prices shall be increased in accordance with said rise in wages or prices;

b) the delivery period is subsequently extended for the reasons indicated in Points 4.2 and 6.4;

c) changes are made to the nature or extent of the agreed deliveries, the materials used, or the design and/or construction processes, especially if such changes are in response to the Buyer having provided information or documents that are incomplete or do not reflect actual circumstances, meaning the Supplier cannot be held responsible for them.

2.4 Invoice amounts are to be paid in full within 30 days, unless otherwise agreed in writing. The date of payment is determined by the date at which it is received by WAGNER. Should the Buyer fail to settle the invoice when due, interest at a rate of 8 percentage points above the base rate as per Section 247 Para. 2 of the German Tax Code shall be applied to any outstanding amounts; the Supplier’s right to assert higher interest rates and/or claim additional damages in the event of default remains unaffected.

2.5 After the conclusion of the contract, should circumstances become known that significantly diminish the Buyer’s creditworthiness and that signal a risk of Buyer non-payment of outstanding claims arising from the contractual relationship in question, WAGNER is entitled to complete outstanding deliveries or services only after advance payment has been made or securities have been provided.

2.6. Payments are to be made in non-cash form and free of transaction charges.

2.7 WAGNER is entitled to part payments on partial deliveries; such payments are due upon receipt of part-payment invoices.

2.8 The Buyer may set off only those claims that are undisputed or legally established.

3. Reservation of title

The objects of the deliveries (goods subject to retention of title) remain the property of WAGNER until the Buyer has fulfilled all obligations arising from the business relationship. Insofar as the value of all securities to which WAGNER is entitled exceed the value of all secured claims by more than 20%, WAGNER will release the corresponding portion of the security claims at the Buyer’s request; WAGNER is entitled to select which such security claims to release.

3.2 While this reservation of title is in place, the Buyer is prohibited from pledging the goods or transferring them as securities; resale is prohibited except for Buyers for whom resale is part of normal business operations, and only on condition that the reseller receives payment from its customers or stipulates that property ownership only passes to the customers once the customers have fulfilled their payment obligations.

3.3 Should the Buyer resell goods subject to retention of title, its future claims on its customers arising from the resale (along with all subsidiary rights, including any outstanding balance claims) shall immediately be assigned to WAGNER as securities, without any further special declarations being required. Should reserved be resold together with other items, without arranging an individual price for the reserved goods in question, the portion of the total price claim corresponding to the price invoiced by WAGNER for the reserved goods shall be assigned to WAGNER.

3.4 a) The Buyer is permitted to process the reserved goods, or to mix or connect them with other objects. This processing is done for WAGNER. The Buyer shall store the resulting new object for WAGNER with the diligence of a prudent businessperson. The new object is considered reserved goods.

b) WAGNER and the Buyer agree now that, if the reserved goods are connected or mixed with other goods not belonging to WAGNER, WAGNER has, in any case, co-ownership of the new item corresponding to the proportion of the value of the mixed or connected reserved goods to the value of the other goods at the time at which mixing or connection occurred. As such, the new object is considered reserved goods to this extent.

c) Claims assignment shall be regulated as described in Point 3.3 for the new item as well. However, such assignment applies only up to the amount of the value of the processed, connected or mixed reserved goods as invoiced by WAGNER.

d) Should the Buyer connect the reserved goods to land or moveable property, claims to which it is entitled as a result of the connection shall also be assigned to the Supplier as securities, along with all ancillary rights, up to the amount of the proportion of the value of the connected reserved goods to the other connected goods at the time of connection.

3.5 The Buyer is authorised to collect assigned claims arising from resale, until this authorisation is revoked. WAGNER is authorised to revoke the Buyer’s right to collection with good cause, in particular in cases of delayed payment, suspension of payment, initiation of insolvency proceedings, protest of a bill, or justified indications of the Buyer’s over-indebtedness or potential insolvency. With prior warning and after a reasonable period of time, WAGNER may also disclose the assigned security claims, sell them, or instruct the Buyer to disclose the claim assignment to its own customers.

3.6 The Buyer shall inform WAGNER immediately of any seizures, confiscations, or other third-party interventions. Upon substantiation of a legitimate interest on WAGNER’s part, the Buyer shall immediately supply any information and submit any documentation necessary for WAGNER to exercise its rights vis-a-vis the customers.

In the event of breach of duty on the part of the Buyer, especially delay of payment, WAGNER shall set the buyer a reasonable deadline for performance of these duties, after which it shall be entitled to retrieve Deliveries as well as withdraw from the contract if these duties have not been performed; statutory provisions regarding the dispensability of such deadlines remain unaffected. The Buyer shall then be obliged to surrender the Deliveries. Retrieving the Deliveries and/or asserting its rights to retention of title or seizure of reserved goods does not constitute withdrawal from the contract on WAGNER’s part, unless WAGNER declares this expressly.

4. Deadlines for delivery; delays

4.1 Compliance with delivery deadlines is contingent upon the following:

a) Binding specifications regarding delivery dates and deadlines, made expressly in writing or expressly confirmed by WAGNER in writing. Insofar as dispatch has been agreed, these delivery dates and deadlines apply to the moment of handover to the forwarding agent, first freight carrier, or other third party responsible for transport;

b) Timely receipt of all documents to be supplied by the Buyer, along with all necessary permits and authorisations, especially for plans;

c) Complete provision of all work materials and preparations to be supplied by the Buyer in accordance with the provisions in Points 6.1 - 6.3; and

d) Buyer compliance with the agreed terms of payment and other contractually agreed obligations.

If these preconditions are not fulfilled on time, the deadlines shall be extended appropriately; this does not apply if WAGNER is responsible for the delay.

4.2 Should WAGNER’s non-compliance with these deadlines be the result of

a) acts of God, e.g., mobilisation, war, terrorist acts, riots or similar events (e.g., strikes, lock-outs);

b) viruses or other third-party attacks on the WAGNER EDP system, insofar as these occur despite due care regarding protective measures;

c) obstacles arising from German, American, or other applicable EU national or international laws on foreign trade, or other circumstances for which WAGNER is not responsible; or

d) failure of WAGNER suppliers to deliver to WAGNER in a correct and timely fashion; the deadlines shall be extended accordingly.

4.3 Should WAGNER be delayed in delivery, the Buyer—insofar as it can provide believable evidence that it has suffered losses as a result of this delay—shall be entitled to compensation per completed week of delay in the amount of 0.5% of the purchase price on the portion of the Deliveries that could not be brought into service as a result of the delay, up to a total of no more than 5% of that purchase price.

4.4 In all cases involving delayed deliveries, including those involving a deadline having been set for the Supplier, Buyer damage claims due to delayed deliveries or made in place of deliveries shall not exceed the limits specified in Point 4.3. This does not apply in cases of intent, gross negligence, or injury to life, health or the body. The Buyer is only entitled to withdraw from the contract within context of statutory provisions insofar as WAGNER is responsible for the delay in delivery. The above regulation is not connected with a change in burden of proof to the disadvantage of the Buyer.

4.5 At WAGNER’s request, the Buyer is obliged to inform WAGNER within two weeks as to whether it intends to withdraw from the contract as a result of the delivery delays, or whether the contract remains in force.

4.6 Should dispatch or delivery be delayed at the Buyer’s request for more than one month following notification of readiness for shipment, the Supplier may charge the Buyer a storage fee in the amount of 0.5% of the price of the delivery items for each month commenced, up to a maximum of 5%. The contract parties are free to prove higher or lower storage costs.

5. Place of fulfilment, transfer of risk, acceptance, transport by WAGNER

5.1 Unless otherwise specified, the place of fulfilment for all obligations arising from the contractual relationship is Langenhagen. Should WAGNER also be responsible for installation, the place of fulfilment is the location at which installation occurs.

5.2 Risk is transferred to the Buyer no later than the moment at which the Delivery item is handed over to the shipper, first freight forwarder or other third party responsible for completing delivery (with the start of the loading procedure being the applicable moment in time). This also applies in the case of partial deliveries, or if WAGNER is providing other services as well (e.g., shipping or installation). Should shipment or handover be delayed for reasons for which the Buyer is responsible, the risk is transferred to the Buyer effective the day that the delivery item is ready for shipment and WAGNER informs the Buyer of this.

5.3 Insofar as delivery acceptance is to occur, the delivery is considered accepted if

a) the delivery is complete, along with any installation work for which WAGNER is responsible;

b) WAGNER informs the Buyer of this, making reference to deemed approval under the provisions of this clause, and instructs the buyer to confirm acceptance;

c) Twelve working days have elapsed since delivery or installation, or the Buyer has begun using the Delivery (e.g., commissioned the delivered system) and six working days have elapsed since delivery or installation; and

d) The Buyer fails to confirm acceptance within this period for reasons other than a defect specified to WAGNER that significantly impedes usage of the Delivery or renders it impossible.

5.4 Insofar as the Buyer has requested transportation by WAGNER, this shall be done at the Buyer’s risk and expense. The Buyer is to submit any complaints in relation to Delivery shipment or transport immediately to the last freight forwarder upon receipt of the Deliveries. WAGNER will insure Deliveries against the usual transportation risks at the Buyer’s request and expense. WAGNER shall select an insurer at its own discretion. WAGNER reserves the right to use other factors beyond the amount of the insurance premium as selection criteria.

6. Installation, commissioning, maintenance and repair work

Unless otherwise agreed in writing, the following provisions apply to installation, commissioning, maintenance and repair work:

6.1 The Buyer shall be responsible for providing the following in a timely manner, at its own expense, and supplying evidence that this has occurred:

a) all earth and construction work and other ancillary work, including the skilled and unskilled labour, materials and tools necessary for this;

b) the equipment and materials necessary for installation and commissioning, such as scaffolding, lifting gear and other devices, fuels and lubricants; c) energy and water at the place of installation (including all connections), heating and lighting;

d) sufficiently large, suitable, dry, lockable rooms for storing machine parts, apparati, materials, tools, etc. at the installation site, along with suitable work and break rooms for installation personnel, including sanitation facilities appropriate to the circumstances; furthermore, the Buyer is also responsible for taking the same measures to protect Supplier and installation personnel ownership rights and property that it would to protect its own interests and those of its employees;

e) any protective clothing and equipment that may be required due to special circumstances at the place of installation.

6.2 Before installation work begins, and within a period of notice appropriate to the scope of the installation work, the Buyer shall provide all necessary information about the location of concealed electrical, gas or water lines, or similar installations, along with any necessary structural information, without being prompted to do so.

6.3 Before installation work begins, the materials and items required for commencing work must be at the installation or construction site, and all preparatory work must be completed to a sufficient extent that installation can begin as agreed, and can be performed without interruptions. Access roads and the assembly/installation site must be levelled and cleared.

6.4 Should installation, commissioning, maintenance and/or repairs be delayed due to circumstances not created by WAGNER, the Buyer shall be responsible for any wait time expenses or additional travel costs WAGNER incurs.

6.5 The Buyer shall immediately provide WAGNER with written certification confirming the hours worked by installation personnel and the completion of the installation, commissioning, maintenance, and/or repair work.

6.6 If WAGNER is to perform installation, commissioning, maintenance or repair work as an individually invoiced service, the following additional terms and conditions apply:

A) The contract partner shall remunerate WAGNER at the rates agreed upon for hours worked; for overtime, night, Sunday, and holiday surcharges; for work performed under difficult circumstances; and for planning and supervision. This also applies as regards materials usage, including waste, and for installation and connection of the equipment.

B) Preparation, travel and transit times, and completion confirmations qualify as working time.

7. Buyer delivery acceptance obligations and return conditions

7.1 The Buyer may not refuse acceptance of Deliveries due to minor defects.

7.2 If Delivery return is agreed with WAGNER in writing, WAGNER shall only accept the returns under the following conditions:

a) All parts must be in the same condition in which they were delivered to the Buyer for purposes of contract fulfilment.

b) Returns must be carriage-prepaid. The Buyer is responsible for packaging the returned parts appropriately. Returns or credits cannot be awarded if the returned parts are damaged due to improper packaging.

c) The returned products must originate exclusively from WAGNER and not be mixed or connected with other products; otherwise, the return will be sent back at the Buyer’s expense.

8. Material defects

WAGNER is liable for material defects as follows:

8.1 Insofar as the cause of the defect existed prior to the time of risk transferral, the defective parts or services shall be repaired, replaced or provided again free of charge, at WAGNER’s discretion. The Buyer may only refuse the type of subsequent performance chosen by WAGNER if it would inevitably result in the Buyer incurring disproportionately high expenses. Burden of proof regarding this disproportionality lies with the Buyer.

8.2 Claims for subsequent fulfilment expire twelve months from the start of the statutory limitation period. The same applies to withdrawal and reduction. This deadline does not apply insofar as Section 438 Para. 1 No. 2 (Construction and Construction Materials), Section 479 Para. 1 (Right of Recourse) or Section 634a Para. 1 No. 2 (Construction Defects) of the German Civil Code specify a longer period; it also does not apply in cases of wilful intent, fraudulent concealment of the defect, or non-compliance with a quality guarantee. Statutory regulations concerning suspension and recommencement of limitation periods remain unaffected.

8.3 The Delivery is to be inspected carefully immediately after it is handed over to the Buyer or to its specified third party recipient. It is considered accepted if WAGNER does not receive a written notice of defects—either of obvious defects or other defects that became evident upon immediate, thorough investigation—within seven working days after the object is delivered, or else within seven working days following discovery of the defect. The delivery object in question is to be returned, carriage prepaid, to WAGNER at WAGNER’s request. If the complaint regarding defects is justified, WAGNER will reimburse the costs of the least expensive delivery method; this does not apply insofar as costs have increased as a result of the delivery object being located at a place other than that of its intended use.

8.4. In the event a notice of defects is submitted, the Buyer may only withhold payment to an extent reasonably proportionate to the material defect in question. The Buyer may only withhold payments if a notice of defects has been asserted about whose justification there can be no doubt. The Buyer does not have the right to withhold payments if the time limitation on such warranty claims has expired. If the notice of defects is unjustified, WAGNER is entitled to have the Buyer reimburse any expenses it incurred as a result of the notice of defects.

8.5 WAGNER is to be granted a reasonable amount of time for subsequent performance. Replaced parts shall become the property of WAGNER.

8.6 Should subsequent performance fail, the Buyer is entitled to withdraw from the contract or reduce payment, without prejudice to any claims for damages in accordance with Point 8.10. The same applies if WAGNER does not undertake subsequent performance within an appropriate period of time, or refuses to undertake subsequent performance due to the disproportionately high costs involved.

8.7 Warranty claims are not justified in cases of insignificant deviation from the agreed quality, minor impairment of usability, or natural wear and tear; they are also not justified on damages occurring after transfer of risk (see Point 5. “Transfer of Risk”) that are the result of: faulty or negligent handling; excessive strain; unsuitable equipment; poor-quality construction work; unsuitable structural foundation; lacking or improper maintenance; non-compliance with operating instructions given to the Buyer in the form of technical manuals, safety instructions and documentation; incorrect commissioning on the part of the Buyer; usage in ways other than the intended contractual purpose; special external influences (e.g., chemical or electrolytic influences) not contractually specified as preconditions; non-reproducible software errors; or other grounds for which WAGNER is not responsible. Moreover, no warranty claims can be made as a result of improper modifications or repairs carried out by the Buyer or third parties.

8.8 The Buyer has no legal claims to reimbursement of expenses (particularly transportation, travel, labour and materials costs) incurred in relation to subsequent contract performance insofar as these expenses have increased as a result of the Delivery object having been subsequently brought to a location other than the Buyer’s premises or branch location, unless such movement is in keeping with the intended use of the Delivery object.

8.9 The Buyer may claim a right of recourse against WAGNER (as defined in Section 478 of the German Civil Code (Right of Recourse)) only to the extent that the Buyer and its customer have not made any agreements above and beyond statutory warranty claims. Point 8.8 also applies accordingly as regards the scope of the Buyer’s right of recourse against WAGNER as per Section 478 Para. 2 of the German Civil Code.

8.10 The Buyer has no claim to damages as a result of a material defect. This does not apply in cases of fraudulent concealment of the defect; non-compliance with a quality guarantee; injury to life, health, or the body; or deliberate or grossly negligent breach of duty on the part of WAGNER. The above regulations are not connected with a change in burden of proof to the disadvantage of the Buyer. All other Buyer material defect-related claims going beyond or deviating from those specified here in Point 8., Material Defects, are excluded.

9. Industrial property rights and copyright; deficiencies in title

9.1 Unless otherwise agreed, WAGNER is obligated to provide Deliveries only in the country of the delivery location, free of any third-party industrial property rights or copyrights (hereinafter known as property rights). Insofar as a third party raises justified claims against the Buyer due to infringement of property rights as a result of Deliveries provided by WAGNER and used in accordance with the contract, WAGNER's liability towards the Buyer within the period specified in Point 8.2 consists of the following:

a) WAGNER will choose whether to obtain usage rights to the Deliveries in question, change them so as not to infringe upon property rights, or replace them at its own expense. Should this not be possible for WAGNER under reasonable conditions, the Buyer may exercise its statutory rights of withdrawal or reduction.

b) WAGNER’s obligation to provide reimbursement of damages shall be determined in accordance with the provisions specified in Point 11.

C) WAGNER’s obligations listed above only apply insofar as the Buyer immediately informs WAGNER in writing of the claims asserted by the third party and does not acknowledge having made such an infringement, and on condition that WAGNER reserves the right to exercise any and all defensive measures and settlement negotiations. If the Buyer discontinues usage of the Delivery for reasons of mitigation or on other legitimate grounds, it must inform the third party that this discontinuation of use is not to be interpreted as acknowledgement of an infringement having taken place.

The Buyer shall not be entitled to claims insofar as it bears responsibility for the infringement of property rights.

9.3 Moreover, the Buyer shall not be entitled to claims if the infringement was the result of special stipulations made by the Buyer or of an application not foreseeable by WAGNER, or if the infringement occurred through the Buyer having modified the products or used them in combination with other products not delivered by WAGNER.

9.4 Buyer claims related to property right infringement are subject to the provisions in Point 9.1 a); other claims are governed accordingly by the provisions in Points 8.4, 8.5 and 8.9.

9.5 In cases of other defects in title, the provisions of Point 8., Material Defects, shall apply accordingly.

9.6 All Buyer claims against WAGNER related to defects in title going beyond or deviating from the specifications here in Point 9 are excluded.

10. Reservation of implementation

10.1 Fulfilment of the contract is subject to the proviso that no obstacles arise as a result of German, American or other applicable national, EU or international foreign trade laws, embargoes or other sanctions.

10.2. The Buyer is obliged to provide all information and documents necessary for export, transportation and/or import.

11. Impossibility of performance and adaptation of the contract

11.1 Insofar as delivery is impossible, the Buyer is entitled to claim damages, unless WAGNER is not responsible for the circumstances rendering delivery impossible. This right to damages, however, is limited to 10% of the value of that part of the Delivery which cannot be used for its intended purpose as a result of impossibility of performance. This limitation shall not apply in cases of intent, gross negligence or injury to life, body or health; this is not associated with a change in the burden of proof to the disadvantage of the Buyer. The Buyer’s right to withdraw from the contract remains unaffected.

11.2 Insofar as events as specified in Points 4.2 a) through c) greatly affect the contents of the Deliveries or their economic significance, or greatly alter WAGNER business operations, the contract shall be adjusted accordingly in good faith. Where this is not economically reasonable, WAGNER has the right to withdraw from the contract. The same applies if the necessary export licenses are not granted or not usable. If WAGNER wishes to exercise its right of withdrawal, it shall inform the Buyer of this immediately upon recognising the implications of the event, even if an extension of the delivery deadline had originally been agreed upon with the Buyer.

12. Other claims for compensation

12.1 Unless otherwise regulated in these general terms and conditions of delivery, the Buyer is excluded from any claims to damage compensation, for whatever legal reason, in particular due to violation of contractual obligations and tort.

12.2 This does not apply to the following types of liability:

a) as per the Product Liability Act;

b) in the event of wilful intent;

c) in the event of gross negligence on the part of the owners, legal representatives or senior employees;

d) in the event of malice;

e) in the event of non-compliance with an agreed warranty;

f) due to culpable injury to life, body or health; or

g) due to culpable breach of essential contractual obligations.

Claims for damages due to culpable breach of essential contractual obligations, however, are limited to foreseeable damages typical for such a contract, insofar as none of the other types of liability apply.

12.3 The above regulations are not connected with a change in burden of proof to the disadvantage of the Buyer.

12.4 Insofar as the Buyer is entitled to claims for damages, these shall expire following the period of limitation as described in Point 8.2 of these conditions. The same applies to Buyer claims in connection with damage prevention measures (e.g., recall campaigns). The legal statute of limitations shall apply as regards compensation claims under the Product Liability Act.

12.5 Insofar as WAGNER is liable for damages for any of the reasons listed above, consequential damages and subsequent damages resulting from Delivery object defects can only be reimbursed insofar as such damages are typically to be expected with intended use of the Delivery object.

12.6 WAGNER is also not liable for damages arising as a result of customer or third-party failure to heed proper commissioning procedure, to perform maintenance work as prescribed by WAGNER, or to operate the system in accordance with the purpose of the contract and as instructed in technical manuals and documentation provided to the customer. WAGNER also bears no liability for damages resulting from non-observation of the safety instructions given in the technical manual or documentation, or from the Buyer’s failure to inform its own personnel of these instructions.

13. Legal venue and applicable law

13.1 The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Hanover. However, WAGNER reserves the right to initiate legal proceedings at the customer’s place of business.

13.2 This contract, including its interpretation, is subject to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14. Binding nature of the contract

If any individual item proves to be legally invalid, the remaining parts of the contract shall remain binding. This does not apply if adherence to the contract would represent an unreasonable hardship for either party.

Version: December 2012