3. Inquiries and Audits 3.1 The Buyer undertakes to fully comply without undue delay with any information requests made in writing by Scania to inquire into measures taken by the Buyer to fulfil all and any of its undertakings as set out in the No-Re-Exportation Clauses. 3.2 Scania shall be entitled upon its own request and at its own cost to conduct audits on-site or off-site at any time and in any frequency of all and any facilities, systems and documentation of the Buyer, as reasonably required or relevant for Scania to verify the Buyer’s fulfilment of all and any of its undertakings under the No-Re-Exportation Clauses. 3.3 On the Buyer’s reasonable demand, inquiries and audits as above shall be handled through an independent auditor without a right of access for Scania, if and only to the extent that information is manifestly, or is reasonably likely to be, proprietary to or trade secrets of the Buyer. 3.4 The Buyer undertakes to honor rights of audit and inquiry corresponding to the above also in favor of Scania CV AB, and acknowledges that a refusal to allow for Scania CV AB to fully exercise such rights shall be considered a breach of its undertakings to Scania under this Clause 3. 4. Remedies and Sanctions 4.1 The Buyer acknowledges and accepts that all its undertakings of the No-Re-Exportation Clauses are essential elements of the contractual and business relationship between the Parties, and that consequently any breach of any one of such undertakings shall be considered material and subject to the below regime of remedies and sanctions. 4.2 In case of breach by the Buyer of any of its undertakings of the No-Re-Exportation Clauses, save as set out separately below, and such breach has not been remedied by the Buyer (where remediable) within fifteen (15) days of sending by Scania of a written request to that effect, Scania may with immediate effect and by written notice to the Buyer take and/or deploy all, either or any combination of the following remedial actions and sanctions. a) Termination of the Agreement. b) Cancelling of any confirmed and outstanding orders, regardless of whether or not the Scania Products covered by such orders are subject to re-exportation risks in conflict with the purposes the No-Re-Exportation Clauses. c) Waiving of any outstanding or ensuing obligations (such as, but not limited to for warranty coverage) under fulfilled order(s) for any Scania Product that has been re-exported in conflict with the No-Re-Exportation Clauses or which remains unaccounted for as according to the above (all such vehicles hereinafter collectively referred to as “ Sanctionable Products ”). d) Limiting of aftermarket and campaign support for all Sanctionable Products. e) Claiming for each breach the payment of a penalty, not to be counted against any damages claimed as below, in an amount determined by Scania up to the higher of i) the aggregated purchase price paid or payable by the Buyer to Scania for all Sanctionable Products, ii) twenty (20) % of the aggregated value of all orders for all and any Scania Products as confirmed by Scania to the Buyer during the last twelve (12) months, and iii) one-hundred- thousand (100,000) EUR. f) Claiming of compensation and indemnities from the Buyer, over and above any penalties claimed as above, so as to hold Scania harmless of all and any costs and damages incurred as a result of the Buyer’s breach, non-accountability of any Sanctionable Products, or other measure(s) taken or not taken and as warranting Scania to terminate.
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