Website Terms Of Use

1) SCOPE AND APPLICATION

1. These terms and conditions (“General Terms”) govern all sales, supply, services and related transactions (the “Services”) between VELDEN BOTANICALS S.A. (trading as ‘Velden) (“Velden” or “Supplier”) to any party placing an order with Velden (the “Client”).
2. These General Terms, together with Velden’s Credit Application Form, the Written Quotation and Purchase Order (each as defined below and as supplemented by these General Terms from time to time), shall be referred to as the “Agreement”.
3. Velden sells, markets, develops and distributes botanicals raw materials, specialty chemicals and food ingredients (the “Products”) to its customers globally.
4. The Client intends to, from time to time, purchase certain Products from Velden and Velden has agreed to procure, source, import and/or develop the Products in order to sell these to the Client on the terms and conditions contained in the Agreement.
5. By submitting any Purchase Order, the Buyer accepts these General Terms in full.
6. All capitalised terms used but not defined in the Agreement shall have the meaning given in these General Terms.

2) COMMENCEMENT, DURATION AND TERMINATION

1. The Agreement between the parties shall be deemed to commence on the date upon which Velden approves the Client’s application for credit (the “Credit Application Form”), irrespective of the date of signature hereof, and shall remain in force indefinitely unless and until terminated by either party on not less than 30 (thirty) days’ prior written notice to the other party.
2. Notwithstanding clause 2.1, Velden may terminate the Agreement immediately, by written notice to the Client, if:
   1. the Client commits any material breach of the Agreement and fails to remedy such breach within 7 (seven) days after receiving written notice requiring it to do so;
   2. the Client becomes insolvent, is placed under business rescue, is provisionally or finally liquidated, or is otherwise unable to pay its debts as they fall due;
   3. Velden reasonably believes that the Client’s financial position or conduct presents a material risk to Velden’s ability to recover amounts due;
   4. the Client fails, on any applicable due date to make payment of any amount owing by it to Velden; or
   5. the Client engages in any unlawful or unethical conduct which, in Velden’s reasonable opinion, may adversely affect Velden’s reputation or business.
3. Upon the occurrence of any event contemplated in clause 2.2, Velden shall, without prejudice to any other rights or remedies available to it in law or under the Agreement, be entitled to:

1. 1. demand immediate payment of all amounts then due and payable by the Client; and
   2. recover possession of all Products in which Velden retains ownership or co-ownership, and to enter the Client’s premises or any other location where such Products are stored for the purpose of reclaiming them.

3) REQUEST FOR QUOTATION AND WRITTEN QUOTATIONS

1. The Client may, from time to time, submit to Velden a written request for quotation (“RFQ”), in the format specified by Velden via its online business platform, to ascertain whether Velden is willing and able to supply or develop the Products specified in the RFQ. 
2. Each RFQ shall, at a minimum, include:
   1. the quantities of the Products required and the time period within which the Products must be supplied;
   2. the applicable specifications of the Products; 
   3. the delivery address;
   4. the required delivery date;
   5. any special conditions upon which the Client requires Velden to supply the Products; and
   6. whether Velden is required to procure the Products, or the raw materials for the Products, from a nominated supplier, and, if so, the identity of such nominated supplier.
3. Upon receipt of an RFQ, Velden shall, within a reasonable time, advise the Client in writing whether it is willing and able to supply the Products on the conditions specified in the RFQ. If Velden is willing and able to do so, Velden shall submit a written quotation to the Client for the supply of the Products (“Written Quotation”) via Velden’s online business platform.
4. An RFQ shall constitute a request for information only and shall not be binding on Velden in any manner. No contract for the supply of products shall arise unless and until Velden has issued a Written Quotation in response to the RFQ and the Client has duly accepted such quotation by providing Velden with a purchase order (“Purchase Order”) in accordance with clause

4) PURCHASE ORDERS

1. Upon acceptance of the Written Quotation, the Client shall, within five (5) Business Days of such acceptance, provide Velden with a written Purchase Order containing, at a minimum, all information specified in clause 3.1.
2. Should the Client wish to cancel any Purchase Order, it shall address the request for cancellation in writing to Velden:

3. Cancellation Before Processing:

1. 1. The Client may cancel a Purchase Order at any time before Velden has commenced processing the order by providing written notice to Velden.
   2. Upon receiving such notice, Velden shall cease any further activities related to the Purchase Order.
   3. The Client shall be liable for any reasonable costs incurred by Velden up to the point of cancellation, including, but not limited to, administrative fees, costs of materials, and any other expenses directly associated with the cancelled Purchase Order.

4. Cancellation After Processing:

1. If the Client requests cancellation of a Purchase Order after Velden has commenced processing the order, Velden shall have the option, at its sole discretion, to either:
   1. Accept the cancellation, in which case the Client shall be liable for all costs incurred by Velden up to the date of cancellation, including, but not limited to, the cost of goods, labour, shipping, and any other expenses directly associated with the processing of the Purchase Order; or
   2. Decline the cancellation and insist on the fulfillment of the Purchase Order in accordance with its terms.
   3. In the event that Velden accepts the cancellation, Velden shall make reasonable efforts to mitigate any additional costs, and the Client shall reimburse Velden for any reasonable costs resulting from the cancellation.

5. In both instances of cancellation, the Client agrees to indemnify and hold Velden harmless from any and all reasonable costs, expenses, and/or damages arising from the cancellation of the purchase order.

5) PRICING

1. Velden shall in its sole discretion determine and communicate the pricing of each Product to the Client from time to time. 
2. Any prices for Products as communicated by Velden to the Client are calculated by taking into account various factors outside of the control of Velden.
3. The Client acknowledges that any Written Quotation issued by Velden is based on variable input costs prevailing at the quotation date, including, without limitation, rates of exchange, freight charges, insurance, labour, materials, import duties, taxes, and other applicable charges. Any variation in such input costs occurring after the quotation date and before delivery shall entitle Velden, in its sole discretion, to adjust the quoted price of the Products accordingly.
4. Velden shall notify the Client in writing of any such adjustment, and the adjusted price shall apply to the affected Products unless the Client notifies Velden in writing within seven (7) days of receipt of such notice that it does not accept the adjustment, in which case Velden shall be entitled, without liability, to suspend performance of the affected obligations or to cancel the relevant Purchase Order (in whole or in part) by written notice to the Client.
5. Velden shall also be entitled, in its sole discretion, to, on a quarterly basis, adjust the prices for the Products to provide for significant changes in the respective cost prices of the Products. For the purposes of the Agreement, a change in Velden’s cost price of the product will be significant if, at the time of calculation, the total cost has increased by at least 5% (five percent) compared with the cost price determined at the previous time of calculation. 

6) ROLLING FORECAST

1. If the Client and Velden have agreed in writing a minimum quantity of Products that the Client undertakes to purchase monthly from Velden (the “Minimum Quantity”), the Client shall, in writing, provide Velden with a series of four (4) week rolling forecasts of the actual quantities of Products that the Client anticipates it will purchase from Velden during each forecast period for the duration of the Agreement.
2. The first rolling forecast shall be submitted to Velden at least three (3) weeks prior to the Client placing its first Purchase Order with Velden.
3. In the event that Velden procures Products, within the parameters of the rolling forecast for the relevant period, and such Products remain in Velden’s stock for a period of three months from the date of receipt thereof by Velden, then such Products shall be deemed to have been sold to the Client, at their prevailing prices, on the last day of the three-month stock period and shall be invoiced, delivered, and paid for in accordance with the terms of the Agreement by the Client.

7) DELIVERY

1. Velden shall deliver the Products to the Client within a reasonable period after receipt of the Purchase Order and Velden shall use reasonable endeavours to ensure that the Products are delivered promptly and in accordance with the high service standards that it sets for itself under the Agreement.
2. If Velden reasonably anticipates that the delivery date specified in the Purchase Order cannot be met, it shall promptly notify the Client. Velden shall take reasonable and commercially practicable steps to mitigate the delay; however, Velden shall not be liable, whether in contract, delict, or otherwise, for any loss, damage, cost, or expense arising from or in connection with any delay in delivery, for any reason whatsoever.

8) RISK

1. Risk of loss, damage, or deterioration in the Products shall pass to the Client upon the Products’ arrival at the place of delivery, irrespective of whether the Client takes physical delivery or not.

9) TITLE AND INTELLECTUAL PROPERTY

1. For the purposes of this Clause 9, “Intellectual Property” means all intellectual property rights, whether protectable by statute or at common law, including all patents, trademarks, present and future rights of copyright, rights in and to designs, rights in and to inventions, topography rights, rights in and to trade secrets, rights in and to trade names, business names, domain names and logos, rights in and to know-how, rights in and to databases (including rights of extraction), and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection at the date of these General Terms or in the future anywhere in the world, whether or not any of these is registered and including applications for any such right or registration, renewal or extension thereof.
2. Ownership in and to the Products shall, at all times, remain vested in Velden, until the Client has made payment in full in respect thereof. 
3. If the Client manufactures a new product (“New Product”) from, or partly from, the Products, Velden shall acquire co-ownership in such new product in proportion to the value of the Products incorporated relative to the total value of the new product. The Client shall hold such newly formed product on behalf of Velden as security for all amounts owing by the Client to Velden in respect of the Products, and shall keep sufficient quantities thereof available for this purpose at all times. 
4. Without prejudice to any other rights or remedies available to it in law, Velden shall be entitled, upon the Client’s breach of any obligation under the Agreement, to demand and obtain the immediate return of the Products (or any products in which it holds co-ownership) without the need for prior notice and the Client shall grant Velden access to its premises to give effect to this right.
5. Notwithstanding the above, all right, title and interest in and to Velden’s Intellectual Property incorporated in or used in any Product or in the development or joint development of any New Product shall remain vested in Velden in full. To the extent Velden’s Intellectual Property is used in any New Product, Velden grants the Client a non-exclusive, non-transferable, revocable license to use such Intellectual Property solely for the permitted purpose agreed between Velden and the Client.
6. The Client shall not, and shall ensure that its personnel, affiliates, contractors, and agents shall not:

1. 1. copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition, formulation, or underlying ideas of any Product or Velden’s Intellectual Property;
   2. remove, alter, or obscure any proprietary notices;
   3. use Velden’s Intellectual Property outside the authorised scope; or
   4. register or attempt to register any trademark, design, domain name, patent, copyright, or other right that is identical or confusingly similar to Velden’s Intellectual Property.

7.  Where Velden incorporates any party-specific marks, branding, artwork, or customer-supplied materials into the Products, Velden grants the Client a non-exclusive, royalty-free licence to use those materials solely for the purpose of supporting the Products during the term of the relevant order or contract.

10) OBLIGATIONS ON TERMINATION

1. If the Agreement is terminated for any reason whatsoever, or on the occurrence of any one of the events provided for in clause 2.2, it shall be deemed, on such date, that all products of the Client which remain in Velden’s stock have been sold to the Client, at their prevailing prices, and same shall be invoiced and paid for by the Client on presentation of the invoice whereafter only Velden shall be obliged to deliver same to the Client.

11) LIMITATION OF SELLER’S LIABILITY

1. Velden shall not be liable to the Client or to any other person for any direct, indirect or consequential damages of any nature whatsoever or for any loss of profit or special damages of any nature whatsoever and whether in the contemplation of the parties or not which the Client may suffer as a result of any breach by the Velden and/or any of Velden’s employees in respect of any obligations it may owe to the Client arising from the Agreement howsoever caused and howsoever arising whether it be in delict, contract, statute or for any other reason whatsoever and irrespective of whether such damages were caused by Velden’s negligence or gross negligence. 
2. Without limiting the generality of this clause, Velden’s total aggregate liability for any and all claims arising out of or in connection with the Agreement, whether in contract, delict, under statute, or otherwise, shall not exceed the total price actually paid by the Client to Velden for the Products giving rise to the claim in the preceding 12 month period.
3. The Client indemnifies and holds Velden harmless against all claims, liabilities, losses, damages, costs, and expenses (including legal costs on the attorney-and-own-client scale) brought or incurred by any third party in connection with any matter for which Velden’s liability is excluded under the Agreement.
4. Velden does not guarantee the completeness and accuracy of information received by Velden from its own suppliers and will not be liable for any damage – of whatever nature and in whatever form – incurred as a result of the incompleteness or inaccuracy of this information.

12) PRODUCT STANDARDS, COMPLIANCE, AND DOCUMENTATION

1. Velden and the Client shall jointly develop, agree, and maintain product standards to ensure that all Products supplied under the Agreement comply with all applicable legislative, regulatory, and industry requirements in the territories where the Products will be sold or used.
2. The agreed product standards, and any subsequent amendments thereto, shall be recorded in and evidenced by one or more of the following documents, as applicable to the product:

1. 1. A document that provides detailed product specifications, performance characteristics, composition, and usage instructions i.e. a “Technical Data Sheet (TDS)”;
   2. A document that provides detailed information on handling, storage, hazards, and safety precautions for the product i.e a “Material Safety Data Sheet (MSDS)”;
   3. A document that confirms that a specific product batch meets the agreed specifications, i.e. a “Certificate of Analysis (COA)”; and/or
   4. A document that certifies that the product complies with certain standards, regulations, or contract requirements i.e. a “Certificate of Conformance (COC)”.

3. Velden shall ensure that the most current and approved versions of the documents listed in clause 12.2 are made available to the Client prior to delivery of the relevant products, and the Client shall ensure that it retains and uses such documents in accordance with applicable laws and good industry practice.

4. The documents referred to in clause 12.2, once agreed between Velden and the Client, shall be deemed to form part of the Agreement by incorporation.

5. The Client shall not alter, misuse, or omit any information contained in the documents listed in clause 12.2 when supplying, marketing, or otherwise distributing the products.

13) WARRANTIES

1. Velden warrants to the Client that, at the time of delivery, the Products shall conform in all material respects to the written specifications contained in the agreed product documentation referred to in clause 12.2.
2. Save for the warranty expressly set out in clause 13.1, Velden gives no other warranties, whether express, implied, statutory, or otherwise, including (without limitation) any implied warranty of quality, merchantability, fitness for a particular purpose, or compliance with any particular description, unless expressly agreed to in writing by Velden.
3. The Client’s sole and exclusive remedy for any breach of the warranty in clause 13.1 shall be limited to Velden, at its election, repairing or replacing the non-conforming products within a reasonable period after receipt of the Client’s written notice as contemplated in clause 13.4.
4. Velden shall have no liability under the warranty in clause 13.1 unless the Client notifies Velden in writing of the alleged defect within three (3) days after the Client became aware, or ought reasonably to have become aware, of such defect.
5. The Client acknowledges and agrees that the agreed product documentation referred to in clause 12.2 forms part of the Agreement and that any alteration, misuse, or omission of such documentation by the Client shall release Velden from any liability under the warranty in clause 13.1 in respect of the affected products.

14) FORCE MAJEURE 

1. If, as a result of a force majeure event, Velden is prevented from performing any of its obligations under the Agreement, or if such performance is rendered substantially more difficult or costly, Velden may, on written notice to the Client, suspend performance of the Agreement (in whole or in part) for the duration of the force majeure event, or terminate the Agreement (in whole or in part) without liability to pay any form of compensation or damages.
2. For the purposes of this clause, “force majeure” means any event or circumstance, whether foreseen or unforeseen, which is beyond Velden’s reasonable control and which prevents or materially hinders the performance of its obligations under the Agreement, or makes such performance substantially more costly. Without limitation, force majeure shall include: strikes, lockouts, labour unrest, excessive staff illness, production interruptions, breakdown of plant or equipment, transport or logistics disruptions, fire, explosion, flood, storm, natural disasters, epidemics, pandemics, nuclear incidents, war or threat of war, terrorism, civil commotion, embargoes, import, export or transport bans, changes in legislation or governmental measures, delays or defects in delivery by Velden’s suppliers, and the unsuitability or unavailability of products, raw materials, services, or personnel used by Velden in the performance of the Agreement. 
3. Relief from liability for non-performance by reason of the provisions of this clause 13 shall commence on the date on which the impediment relied on comes into existence and shall terminate upon the date upon which such impediment ceases to exist; provided that Velden shall give notice of such impediment to the Client as soon as possible; and provided further, that if such impediment continues for a period of more than 30 (thirty) days, the Client shall be entitled to terminate the Agreement by written  notice.
4. Notwithstanding anything to the contrary contained in the Agreement, if the occurrence of a force majeure event does not prevent performance entirely but results in a material increase in the cost to Velden of performing its obligations, Velden shall be entitled, on written notice to the Client, to adjust the price of the affected products or services to reflect such increased costs. Any such adjustment shall be calculated on a fair and reasonable basis having regard to the nature, extent, and duration of the force majeure event and the impact thereof on Velden’s cost of performance.
5. The Client shall have seven (7) days from receipt of Velden’s notice in terms of clause 14.4 to confirm in writing whether it accepts the adjusted price. If the Client does not provide such confirmation within this period, or notifies Velden that it does not accept the adjusted price, Velden shall be entitled, without liability, to suspend performance of the affected obligations or to terminate the Agreement (in whole or in part) by written notice to the Client.

15) CONFIDENTIALITY

1. Without the prior written consent of the other party, the parties shall keep confidential and will not disclose to any person any Confidential Information.
2. “Confidential Information” means all confidential and proprietary information disclosed by one party (“the Disclosing Party”) to the other (“the Receiving Party”) whether prior to or after the commencement date and shall include, without limiting its ordinary meaning, and in respect of the parties’ respective business affairs and technologies, oral, written, printed, photographically and electronically recorded information of all types, documents, letters, agreements, undertakings, messages, codes, data, formulae, specifications, blueprints, plans, processes, marketing methods, know–how, methodology, intellectual property, trade secrets, projects, projections, cash flow charts, software and copies, notes and extracts, and the customers, suppliers, strategic plans, financial plans and financial planning process, the direction, manner, timing and implementation of any projects to be undertaken, as well as any information, economic as well as financial, regarding the affairs of a party to the Agreement which comes to the attention of the other Party pursuant to the Agreement.
3. Confidential Information shall not include information which (1) now or hereafter becomes, through no act or omission on the part of the Receiving Party, generally known or available to the public; (2) was acquired by the Receiving Party before receiving such information from the Disclosing Party and without restriction as to use or disclosure; (3) is rightfully furnished to the Receiving Party by a third party without restriction as to use or disclosure; (4) the Receiving Party can document was independently developed by it without a breach of any obligation of confidentiality; or (5) is required to be disclosed pursuant to law with the prior written consent of the Disclosing Party, provided that as soon as is reasonably practicable following the requirement of such disclosure, the Receiving Party shall notify the Disclosing Party to enable the Disclosing Party, at its option, either to consent to such disclosure or, to take any requisite legal action to prevent such disclosure.
4. The Receiving Party acknowledges that the Confidential Information of the Disclosing Party is a valuable, special and unique asset belonging to the Disclosing Party and accordingly, that it is not to be used to advance the interests of any person other than the Disclosing Party.  
5. All the Confidential Information obtained or received by the Receiving Party from the Disclosing Party shall be treated as confidential and shall be used solely for purposes of the performance of the Agreement and shall not be used and/or disclosed to any third party by the Receiving Party to the prejudice of the Disclosing Party. The Confidential Information shall accordingly not be used for any other reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be withheld for any reason whatsoever.
6. The Receiving Party shall be responsible for ensuring that the terms of the Agreement are communicated internally within the Receiving Party’s organisation and that the Receiving Party’s employees, agents, sub-contractors and anyone else for whose conduct the Receiving Party is vicariously liable at law are made aware of the confidential nature of any information pertaining to the Agreement. The Receiving Party shall continue to be liable for any breach by the Receiving Party’s employees, agents or sub-contractors.
7. The Receiving Party undertakes to protect the Disclosing Party’s Confidential Information using not less than the same standard of care that it would apply in respect of its own proprietary, secret or Confidential Information and that the Confidential Information shall be stored and disclosed in such a way as to prevent unauthorised disclosure.
8. The provisions of this clause shall survive the termination of the Agreement for whatever reason.

16) GOVERNING LAW, JURISDICTION AND LANGUAGE

1. This Agreement shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, its subject matter, negotiation or formation (whether contractual or non-contractual in nature) (“Dispute”) shall be resolved amicably between the Parties by negotiation failing which, subject to clause 16.2, the Dispute shall be referred to and finally resolved by arbitration in accordance with clause 16.3.
2. The Parties may, by mutual agreement, refer the Dispute to mediation. If the Dispute is not resolved within fifteen (15) days of the commencement of the mediation, the Dispute shall be referred to and finally resolved by arbitration in accordance with clause 16.3.
3. Any Dispute which is not resolved by way of discussions between the Parties within thirty (30) days of the commencement of such discussions pursuant to clause 16.1 (or within forty-five (45) days of the commencement of such discussions if referred to mediation in accordance with clause 16.2), shall be referred to and finally resolved by arbitration under the rules from time to time in force of the London Court of International Arbitration (“LCIA”) (“LCIA Rules”), which rules are deemed to be incorporated by reference into this clause.
4. The number of arbitrators shall be three. The claimant(s) shall nominate one arbitrator in its request for arbitration. The respondent(s) shall nominate one arbitrator within 30 days of the receipt of the request for arbitration. The party-nominated arbitrators shall nominate the third arbitrator, within 30 days after the nomination of the second arbitrator. The third arbitrator shall act as chair of the tribunal. If any of the three arbitrators is not nominated within the time prescribed in this clause then the LCIA shall appoint that arbitrator.
5. The seat, or legal place, of arbitration and the venue of the arbitration shall be London, England.  The language to be used in the arbitration shall be English.
6. The governing law of the arbitration agreement shall be English law.
7. The arbitrator shall not have the power (such powers being reserved to any court of competent jurisdiction):

1. 1. to rule on his own substantive jurisdiction pursuant to section 30 of the Arbitration Act 1996 (UK) (Arbitration Act); or
   2. to order a Party (on an interim basis) to do or refrain from doing anything, to order specific performance or to order rectification pursuant to section 48(5) of the Arbitration Act.

8. The Emergency Arbitrator Provisions (as defined in the LCIA Rules) of the LCIA Rules shall not apply.

9. The arbitrator shall not have the power to award compound interest pursuant to section 49 of the Arbitration Act except in the case of fraud or breach of fiduciary duty.

10. The Parties agree that the powers of the arbitrator shall include:

1. 1. the power under section 35(2) of the Arbitration Act to order consolidation of proceedings and concurrent hearings; and
   2. the power under section 39 of the Arbitration Act to order on a provisional basis any relief which the arbitrator would have the power to grant in a final award.

11. The award of the arbitrator shall be final and binding on the Parties, who hereby waive any right to any form of appeal to any court of law to the extent permitted by any applicable law.  Any award of the arbitrator shall be carried out without delay.

12. All documents and proceedings in any arbitration pursuant to this clause 16 shall be confidential and all hearings shall be held in private, save to the extent necessary to enforce any award, to take confidential professional advice thereon or in connection therewith, or to comply with any requirement of any lawful authority.  No public statement shall be made with regard to any arbitral proceedings save to the extent agreed between the Parties.

13. If this Agreement is translated into any language other than English, the English version of this agreement shall prevail.

14. If a Party is in breach of or threatens to breach any provision of this clause 16, that Party agrees that notwithstanding any rule of law or procedure to the contrary, it irrevocably and unconditionally waives all rights to rely upon any such rule and the other Parties shall have the right to obtain injunctive relief to restrain any anticipated breach.

17) COSTS

Each party shall bear that party’s own legal costs of and incidental to the negotiation, preparation, settling, signing and implementation of the Agreement. Any costs, including attorney and own client costs, incurred by either party arising out of the breach by the other party of any of the provisions of the Agreement shall be borne by the party in breach.

18) GENERAL

1. The Agreement constitutes the sole record of the agreement between the parties in regard to the subject matter thereof.
2. Neither party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like, not recorded in the Agreement.
3. No addition to, variation, novation, compromise or consensual cancellation of the Agreement shall be of any force or effect, unless in writing and signed by or on behalf of both parties.
4. No indulgence by either party to the other, or failure strictly to enforce the terms hereof, shall be construed as a waiver or be capable of founding an estoppel, unless such waiver is in writing and signed by the relevant party. 
5. The terms contained in these General Terms are supplementary to the terms contained in Velden’s Credit Application Form, Written Quotation and the Purchase Order and the General Terms are not meant to substitute and/or replace same. If there is a discrepancy between any term contained in these General Terms and in the Written Quotation and Purchase Order, the terms contained in the Written Quotation and Purchase Order shall take precedence.
6. Should the Client’s in any way purport to attach any conditions which vary, amend or are in conflict with the General Terms set forth herein, then, notwithstanding anything to the contrary stipulated by the Client, the conditions set forth herein shall prevail and be of full force and effect unless specifically varied by Velden in writing with specific reference to the Client’s contrary documentation.
7. The terms of these General Terms having been negotiated, the contra proferentem rule shall not be applied in the interpretation of these General Terms.
8. The rule of construction that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms shall be restricted to that same class (ie the eiusdem generis rule) shall not apply, and whenever the word “including” is used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given.
9. All provisions and the various clauses of these General Terms are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other.  Any provision or clause of these General Terms, which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of the Agreement shall remain of full force and effect.  The parties declare that it is their intention that the Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.
10. The Client may not cede, assign or transfer to a third party its rights and obligations under the Agreement without Velden’s prior written consent.