The following general conditions apply to all services ordered from Memoco by a customer.
In case of contradiction between the general conditions and the specific conditions, the latter shall prevail. No deviation from these general terms and conditions shall be permitted unless agreed in writing by Memoco.
Memoco is a company specialized in energy metering. We facilitate the energy transition through the development, implementation and follow-up of technological solutions for energy metering, monitoring & control.
Memoco also provides metering and related equipment (remote maintenance and teleoperability of metering systems, measuring transformers, relays, transformer monitoring, etc.), as well as engineering services for the implementation of customized solutions in the fields of electronics, automation, IT, electricity and mechanics. The Buyer expressly confirms that, prior to any order, it has duly informed itself about the products or services ordered and has checked their compatibility with its own installations. The Buyer also confirms that he is not a consumer within the meaning of the Economic Law Code. The Buyer further confirms that he has the capacity to bind himself to the Seller and that the contracts or orders made with the Seller are valid.
Publisher of the site :
Rue de Rodeuhaie 6,
Powered by :
Rue de Rodeuhaie 6,
BE0820 144 205
Rue de Rodeuhaie 6,
BE0422 837 747
1° “Green Certificate”: transferable title granted by the Regulator to the producers of Green Electricity, in accordance with the regional legislation in use.
2° “Contract”: the contractual whole consisting of the present general conditions, the special conditions and the contract between parties.
3° “Regulator”: regional energy regulatory authority, responsible in particular for granting Green Certificates, organizing the Green Certificate market and managing the database created for this purpose (CWaPE in the Walloon Region and BRUGEL in the Brussels-Capital Region).
4° “Green Electricity”: electricity produced from quality renewable energy sources or cogeneration in accordance with the regional legislation in force.
5° “Production Unit”: set of elementary technical components forming an indivisible group that allows the production of Green Electricity.
6° “Producer”: Memoco’s customer
7° “Customer”: any legally capable natural person who places an order for product(s) on the site. Can also be defined as a “buyer”.
8° “Memoco”: Memoco SA (powered by Greenwatch & Memoco) which offers its products for sale on the site.
9° “Order”: request made by the customer on the site, with a view to concluding a sales contract for one or more products or services offered for sale, between Memoco and the Customer.
10 ° “Product sheet”: all the information (texts, photos, graphics, classification system by heading,…) related to a product offered for sale on the site.
11° “Products”: all goods offered for sale by Memoco on the website.
12 ° “Website”: the Memoco website on which the products are offered for sale to the customer. The site is accessible at the following addresses: www.memoco.be, www.memoco.fr, www.memoco.eu, www.memoco.energy,
13° “Transaction”: all operations, secure processing, authorizations and agreements inherent to the payment of products ordered by credit card or by any other virtual transaction means offered on the site.
he customer acknowledges having read the present GSC and declares, by placing an order, to accept them without reservation. The placing of the order by the customer is worth acceptance of the GSC.
These general terms and conditions shall apply automatically to the legal and commercial relationship established between the Buyer and the Seller by the mere fact of ordering goods or services from the Seller. Except as expressly agreed to in writing by the parties, the terms and conditions contained herein constitute the entire agreement and understanding between Buyer and Seller and supersede any provisions to the contrary which may appear on purchase orders, if any, and any other documents or conditions issued by Buyer.
The contract shall only be deemed validly concluded and Memoco shall only be bound by Memoco’s express acceptance of the supplier’s offer or, if applicable, by the supplier’s confirmation of the purchase order. If the supplier fails to confirm the aforementioned purchase order within 10 working days, Memoco may cancel its order by simple written communication, without being liable to pay any compensation to the supplier. If the supplier changes the order or its conditions after acceptance by Memoco, Memoco shall only be bound by the express reiteration of its consent.
Memoco offers for sale on the site products and services related to the energy sector, which are intended to accelerate the energy transition. These products are presented and visible via the product catalog.
All information and/or goods that Memoco will make available to the supplier remain the exclusive and confidential property of Memoco and may not be reproduced, used for any purpose other than the execution of the contract, communicated or transmitted to third parties, directly or indirectly, except with the prior written permission of Memoco. The above does not apply to information that has already been made public or that the supplier is legally obliged to disclose to third parties. The supplier undertakes in any case to return the aforementioned items in good condition at the first request of Memoco and, at the latest, as soon as the order has been fulfilled, without retaining a copy of them, except to the extent that the legal obligations incumbent on him are strictly observed.
If the supplier fails to comply with these obligations, Memoco shall have the right to terminate the contract at the supplier’s expense and/or to obtain payment of compensation for its loss. In all cases where Memoco cannot prove that it has suffered a concrete loss, this compensation shall be set at a flat rate of 25,000 euros, without prejudice to compensatory interest.
The obligations resulting from this article 9 shall remain in force for a period of ten years after the end of the contract, whatever the cause.
The contract shall only be deemed to have been validly concluded and Memoco shall only be bound by Memoco’s express acceptance of the supplier’s offer or, if applicable, by the supplier’s confirmation of the purchase order. If the supplier fails to confirm the aforementioned purchase order within 10 working days, Memoco may cancel its order by simple written communication, without being liable to pay any compensation to the supplier. If the supplier changes the order or its conditions after acceptance by Memoco, Memoco shall only be obliged to expressly reiterate its consent
Precision for Green Certificates:
The purchase of the Green Certificates from the Producer and the management of the Producer’s Green Certificates from the Regulator and the network operator under the conditions defined in the mandate described in Article VI. More specifically, under the terms and conditions determined by the Contract, the Producer agrees to sell to Memoco, in defined quantities and at the price set out in the Contract, Green Certificates granted by the Regulator, as from the entry into force of the Contract. In addition to this direct right of acquisition, Memoco also has the right to transfer the Green Certificates of the Producer in the name and on behalf of the Producer to ELIA in order for ELIA to acquire the Green Certificates from the Producer at the price guaranteed by the applicable legislation. ELIA shall pay the Green Certificates to the Producer into the financial account communicated by the Producer to Memoco. In addition, Memoco shall pay the Producer within 90 days from the date of transmission to ELIA of the Green Certificate refused by Memoco a refusal fee of 32.5 eurocents per Green Certificate.
After defining the Producer’s request, Memoco shall send the Producer a quote describing the Services requested by the Producer and the rates applied, to which the Contract shall be attached. Unless otherwise specified, Memoco’s quotation is only valid if accepted by the Producer within one month of its issue and confirmed by Memoco.
If the contract is concluded outside Memoco’s offices, Memoco will send confirmation of the order and the Contract to the Producer within a maximum of seven days of receiving the Producer’s acceptance.
However, when the quotation accepted by the parties is issued without a prior technical visit, in particular during a trade fair, it is established subject to (a) technical feasibility (in particular, the site where the remote-controlled modem is to be implemented must be suitable from an efficiency and security point of view and there must be a sufficient GPRS signal) and (b) any additional costs that may be necessary to carry out the feasibility work, which will be checked and noted during the subsequent technical visit and, if necessary, will result in the issue of a new quotation replacing the previous one. In the latter case, if the Producer does not accept the new estimate, the parties shall be released from their mutual commitments.
The Producer entrusts Memoco, which accepts it, with an exclusive mandate to carry out the following missions and legal acts in its name and on its behalf
1° representing the Producer before the Regulator in order to obtain Green Certificates and, to this end, carrying out any useful legal steps and acts; in particular, the Producer, by signing the Contract, authorises Memoco to declare to the Regulator the production of Green Electricity from the Production Unit in accordance with the terms and conditions set by the Regulator; the Generator also authorizes Memoco to transfer the Green Certificates awarded by the Regulator to the account opened by the Generator with the Regulator or to the account opened by Memoco with the Regulator or to the account of ELIA in accordance with article 3. 1.1°; To this end, the Generator undertakes to provide Memoco with his access codes to his account with the Regulator;
2° representing the Generator to the network operator, enabling Memoco to negotiate with the network operator on any request related to network management and the optimization of this management, in particular requests related to the modulation of injection; this mission does not include the acts and steps to be carried out with a view to connection and access to the distribution network.
Prices for products and services are available on request.
The Seller’s offers and conditions are without obligation, the order being final only after our express acceptance or confirmation. Unless otherwise stipulated, all our prices are net without discount for material ex our offices, packaging and shipping to be charged to the Buyer. Unless expressly accepted by us, the studies, drawings and other documents submitted shall remain our property and may under no circumstances be reproduced, used for purposes other than the execution of the contract and/or communicated to third parties, directly or indirectly.
Unless otherwise expressly stated on the order form, the agreed price shall be “DDP – Delivered, Duty Paid” – according to the Incoterm in force – at the place designated by Memoco. Prices are to be quoted in Euros, exclusive of tax.
Memoco’s obligations under the Contract are obligations of means.
The goods travel at the Buyer’s risk, even if we take care of the shipment. Any damage must, under penalty of foreclosure, be declared on arrival and recorded by the carrier on a document immediately transmitted to the Seller.
Clarification concerning the “photovoltaic panels” product
– Memoco is in no way responsible for the Producer’s Production Unit, its upkeep and maintenance. Unless Memoco is at fault, Memoco does not guarantee the availability and permanent access to the GPRS network for the transmission of the data referred to in this agreement and cannot be held responsible for any unavailability or lack of access to this network.
– In the event of misuse of the GWM by the Producer, Memoco reserves the right to block access to the GWM to ensure optimum quality of service for other users.
– Data other than the meter index is provided by Memoco for information purposes only. Once communicated to the Producer, Memoco is not responsible for the archiving of data other than the meter index. Memoco shall not be liable for any material or immaterial damage resulting from the use or non-use of the information provided, or from the use of erroneous or inconsistent data.
– Memoco guarantees the accuracy, timeliness, completeness and permanent availability of the meter reading.
– Except in the cases provided for in the general terms and conditions and/or the Contract, and except for mandatory legal provisions to the contrary, Memoco shall only be liable contractually or extra-contractually for damage caused to the Producer or to any other person as a result of gross negligence, fraud or wilful misconduct on the part of Memoco. Memoco shall never be liable for damages caused by its simple fault or negligence.
– In the event that Memoco or the remote modem causes damage to the Producer, Memoco’s liability is in all cases limited to direct and foreseeable damage, excluding any indirect damage such as claim, travel or transport costs, loss of profit, loss of enjoyment or moral damage.
– Excluding personal injury, Memoco’s liability is limited to an amount equal to 500 euros in all cases.
The delivery times indicated by the Seller are indicative and constitute an obligation of means on his part. In the case of goods to be supplied and/or delivered directly by a third party, the delivery times are those of the third party. The time limits shall run from the date of acceptance or confirmation by the Seller of the order in good and complete form. They shall in any event be extended in the event of delay in the sending by the customer of documents and information necessary for the proper execution of the order, even if such delay is not due to the customer. The deadlines indicated are established in good faith and cannot, unless expressly accepted by us, give rise to the payment of compensation for delay.
In case of force majeure, the deadline will be revised taking into account the circumstances. If the situation of force majeure continues beyond a period of 6 months, the parties may consider the order or the contract null and void and they are each released from their commitments, except for the possibility for them to place or conclude a new order or a new contract.
In the event of the occurrence of a case of force majeure, the party that cannot meet one of its obligations under the contract shall immediately notify the other party and take all measures to remedy the situation or limit its scope and consequences.
If the suspension or termination of the contract due to force majeure results in unjust enrichment for one party, the other party shall remain entitled to claim adequate compensation. Subject to this reservation, no other form of compensation or damages shall be due by either party to the other in the event of suspension or termination of the contract due to force majeure.
The Agreement is subject to and shall be construed in all respects in accordance with Belgian law.
Any dispute relating to the interpretation, performance or breach of the Agreement shall be finally settled by the courts of the domicile of the Producer or of the district of Nivelles, Belgium, if the Producer is a company.
Orders placed and contracts concluded with the Seller, as well as these general conditions, are subject to Belgian law, excluding the provisions of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods. Any dispute and any litigation that could not be amicably settled will be referred to the exclusive competence of the competent courts of the judicial district of Walloon Brabant, Nivelles section.
The Customer declares to be legally capable.
The Customer undertakes to provide information, in accordance with these GSC, that is accurate, precise and up-to-date.
The Customer is the holder of the bank card with which the payment of the Product(s) ordered on the Site will be made in accordance with the present GSC or confirms that he/she has the authorization of the holder in due form.
The Customer shall refrain from any partial or total resale of the Products ordered on the Site and shall ensure that, in the event that he/she is not the recipient of the Products, the recipient shall also refrain from any partial or total resale of the Products.
Memoco reserves the right not to validate the Order in the following cases (this list is not exhaustive):
– If the Products ordered are not available in stock. Memoco only offers for sale on the Website Products that are available in stock. The offers and prices are valid as long as they are visible on the Website. However, in the event of an order for a Product which, for whatever reason, is no longer available in stock, Memoco shall inform the Customer and cancel the Order for the Product not available in stock.
– In case of refusal to validate the payment by the issuer of the payment card used by the Customer or in case of a dispute concerning the payment of a previous Order;
– In the event of fraud or reasonable suspicion of fraud on the part of a Customer;
– In case of abuse of contestation and/or multiple abusive claims by the Customer concerning one or more of its Orders.
In such an event, any sums paid by the Customer shall be reimbursed in full and the sales contract as well as all obligations arising therefrom shall be cancelled.
As soon as the Order is received and validated, Memoco will confirm the Customer’s acceptance of the Order by sending a confirmation message to the e-mail address the Customer provided when registering the Order. The sale is only deemed to have been concluded once the said Order confirmation has been sent.
If the product ordered is not or no longer available immediately, Memoco shall inform the customer of the delivery time by e-mail. If the Customer is not satisfied with the given delivery time, he/she can choose to modify or cancel his/her Order for this Product.
The Customer agrees to receive the invoice corresponding to the Order in electronic form.
The supplier undertakes to deliver the Products, as required, at the places and dates and under the conditions stated on the purchase order, these requirements being essential for Memoco and binding on the supplier.
Two dated and numbered consignment notes shall be attached to the Products, containing all data identifying the order, including where applicable the EC and ECCN codes and the customs heading by position. When agreed as such in the special conditions or the purchase order, the supplier must also mention the EC and ECCN code on a separate document.
Memoco reserves the right to refuse any non-conforming delivery and to return it at the supplier’s risk and expense, who shall be obliged to provide a replacement as soon as possible.
If the supplier fails to comply with the agreed delivery or performance period, Memoco may, at its discretion, claim compensation for delay amounting to 1% of the total order value per week of delay, up to a maximum of 15% of the said value, and/or declare the contract to be terminated to the supplier’s detriment, without prejudice to Memoco’s right to receive the aforementioned compensation.
In addition, the supplier shall compensate Memoco for all additional damages proven by Memoco (in particular if Memoco is obliged to compensate its own customers) and resulting from the failure to meet the agreed deadlines.
The supplier shall inform Memoco as soon as possible of any difficulties that may arise with regard to delivery and performance times.
All invoices must be properly drawn up and directly addressed to “Memoco – Rue de Rodeuhaie, 6 – 1348-Louvain-la-Neuve – Belgium” with the order reference and Memoco’s VAT number: BE-0422.837.747.
After confirmation of the Order and acceptance of the payment by the organisation in charge of the transaction, Memoco undertakes to send the ordered products to the Customer at the delivery address mentioned when the Order was placed. Delivery times may vary depending on the nature of the order.
By placing the Order, the Customer undertakes to pay all taxes, duties, levies and other charges due for the delivery of the Products ordered. Memoco cannot be held responsible in this respect.
Delivery is made according to the terms and conditions and by the carriers.
For Products that are to be placed or still require commissioning at Memoco and/or a third party, the risk shall pass on the final acceptance explicitly accepted by Memoco or the third party, subject to other rules provided for by the applicable Incoterm.
For other Products, the risk shall pass when the “For receipt” consignment note is signed, subject to other rules provided for by the applicable Incoterm.
Without prejudice to the provisions of Article 7 below, Memoco and/or its representative may at any time carry out such inspections or controls as it deems necessary. This does not affect the supplier’s liability. Memoco shall notify the supplier in writing within seven working days after receipt of the goods of any deviation or anomaly in relation to the forecasts in the order form and of the discovery of an apparent defect. The common law applies to hidden defects.
Claims other than those based on hidden defects shall not be accepted if the goods have been handled in any way, if the Buyer has carried out any work on the goods without the special written consent of the Seller, or if the claims have not been notified in writing within eight days of delivery (this period being a time limit), the proof of compliance with this period being incumbent on the Buyer.
Subject to and without prejudice to the special provisions of these terms and conditions, Memoco shall be entitled to terminate or dissolve the contract in whole or in part and by operation of law, with immediate effect, by sending a registered letter on account of any breach or disregard by the supplier of his obligations under the contract or these terms and conditions. In such a case, and subject to other specific provisions of these terms and conditions, the supplier shall be obliged to compensate Memoco at its first request for the damage suffered by Memoco, the amount of the compensation not being less than 20% of the total value of the order.
Unless Memoco gives explicit notice to the contrary, the supplier’s entry into dissolution or liquidation or the supplier’s declaration of bankruptcy shall automatically result in the termination or cancellation of the contract (depending on whether Memoco has already paid all or part of the price). Memoco shall also be entitled to invoke the termination or cancellation of the contract if any circumstances arise which indicate that the supplier is insolvent or threatened with imminent insolvency, by sending a registered letter.
In the aforementioned cases, Memoco shall not be liable to pay any compensation to the supplier.
It is advisable that these complaints are communicated to Memoco via the Contact page (contact form, email, telephone or post).
Unless otherwise expressly specified, our invoices are payable within 30 days from the date of invoice. In the event of non-payment on the due date, it is expressly agreed between the parties, without the need for any formal notice of default, that any sum due and unpaid shall automatically bear interest at the 3-month EURIBOR rate plus 2%.
The Supplier shall include on his invoice all data enabling the identification of the order, including the EC and ECCN numbering as well as the customs heading by position. Unless otherwise expressly agreed by Memoco, the supplier may not group several orders on the same invoice.
Unless otherwise agreed in the special conditions, invoices shall be made out and payments made in Euros.
Unless otherwise agreed on the order form, the payment period shall begin on the day when the delivery of the Products has been fully executed in accordance with the order form and after Memoco has received the corresponding invoice duly made out.
All payments by Memoco shall be made without prejudicial recognition, in particular of the good and full performance by the supplier of his obligations and without prejudice to all Memoco’s rights, in particular with regard to the conformity and guarantee of the Products.
Invoices shall be paid 60 days end of month after Memoco has received the corresponding invoice duly made out, unless otherwise agreed on the order form.
The price of the Products is payable in cash.
The Seller shall never be liable for any non-conformity, damage or other detrimental consequences or for missing deadlines when these are caused by the Buyer’s failure to properly and completely inform the Seller, or if the Buyer has not provided the information requested by the Seller within the specified time limit or has provided inaccurate, misleading, incomplete or outdated information. Seller assumes no liability in the following cases: (i) in the event of force majeure; (ii) for damage caused by changes decided or requested by Buyer in the course of the work; (iii) if interventions, manipulations, repairs or attempts to repair or modify the installations have been carried out by Buyer himself or by a third party, even with Seller’s consent, or if damage is caused by the negligence of Buyer or his agents; (iv) for anything caused, directly or indirectly, by equipment or facilities not supplied or installed by Seller, or by equipment and facilities supplied by Seller but damaged or malfunctioning due to the surrounding equipment or facilities; (v) for damage caused by the misconduct of any person who is not a legal representative or agent of Seller; (vi) for aesthetic or stylistic claims; (vii) if installations or materials not supplied by Seller do not comply with applicable regulations, including the RGIE; (viii) where damage is directly or indirectly caused or contributed to by Buyer’s failure to comply with its legal or regulatory obligations, or by negligence or lack of maintenance. In all cases where Seller’s liability may be incurred, notwithstanding the foregoing limitations, and unless otherwise provided by mandatory law or public policy
The Seller shall not be liable for any financial, commercial, moral, reputational or other damages caused directly or indirectly by the use or operation of the equipment it has delivered, beyond its warranty obligation. Any compensation is therefore in any case limited to the price paid by the Buyer. The Seller shall not be liable for any other damage, whether suffered by the Buyer or by a third party to this contract, even if such damage involves personal injury. On the contrary, the Buyer shall indemnify the Seller against all claims from any person, should the Seller be held liable for the product supplied under this contract.
Memoco shall in no way be held responsible for any damage of any kind that may result from improper use of the products sold.
Memoco or its partners cannot be held responsible for any changes in the composition of the Products that may be caused by the manufacturers.
Memoco is covered by “Civil Liability” insurance no. 010.730.142.467 – AXA Belgium s.a. – Place du Trône 1, 1000 Brussels. Geographical coverage: Europe “Workplace Accident” insurance n° 6.568.899 – Ethias s.a. – Rue des Croisiers 24, 4000 Liège
The Site contains links to other websites. Neither Memoco nor its partners can be held responsible for the current or future content of these sites, nor for the content of external sites that have a link to the Memoco site.
In the case of products manufactured by the Vendor, the Vendor’s warranty is, except in the case of imperative legal provisions or public order, limited to the quality of these products for a period of one year. In the event of a defective product, the obligation of the Seller is limited – regardless of the causes and consequences of the defect – to the replacement of the product or the reimbursement of its price, at the Seller’s option.
In the case of products manufactured or supplied by third parties, the warranty is limited to that which may be provided by the third party, legally or by agreement, including the terms and conditions of such warranties and insofar as the Buyer may benefit from them. In all cases, Buyer shall assert its rights directly with the third party, to the full discharge of Seller, whose obligation (of means) shall be limited to reasonably assisting Buyer in its efforts. In any case, when the Seller opts for replacement, the returned goods shall travel at the risk of the Buyer and the return shall be made carriage paid to our premises. These conditions exclude, to the fullest extent permitted by law, any other warranties or warranty obligations on the part of Seller.
Supplier undertakes to supply only products that comply with all applicable legal and regulatory requirements relating to safety in general and product safety in particular. In all cases prescribed by law, the products shall bear the “CE” mark. If the contract refers to technical, safety, quality or other requirements and documents not attached to the contract, the supplier shall be deemed to be aware of them unless he notifies Memoco in writing without delay to the contrary. Memoco shall then inform the supplier further of these requirements and documents.
Unless otherwise agreed on the purchase order and accepted by Memoco, the supplier shall grant a warranty period of two years on the Products. This period shall start on the day of transfer of risk as provided in Article 5 above. The said warranty shall cover all defects and faults in the Products occurring during the said period, the warranty for hidden defects not being affected by this period.
A Product shall only be considered as conforming if (i) it corresponds to the description given by the supplier and possesses the qualities of the Product that the supplier has presented in the form of a sample, description or model; (ii) it is suitable for any special use sought by Memoco, brought to the supplier’s attention at the latest at the time of the conclusion of the contract; (iii) it is fit for the purposes for which products of the same type are usually used; (iv) it has the quality and performance usual for a product of the same type which Memoco can reasonably expect, taking into account the nature of the product and, if applicable, taking into account the public statements of the supplier. If the Product does not conform, Memoco reserves the right to demand from the supplier, at the supplier’s expense, either the immediate replacement of the Product, or the repair of the Product, or the return of the Product to the supplier against reimbursement of the full price, or to demand a price reduction.
After the expiry of the above-mentioned contractual warranty period, the supplier will continue to guarantee Memoco against hidden defects.
In any case, the supplier shall indemnify Memoco against all damages and costs incurred or borne by Memoco due to defects (total or partial) in the Products or due to a total or partial malfunction of the Products, both for apparent and hidden defects.
If a third party makes a claim for compensation against Memoco due to any defects in the Products, the supplier undertakes to take up the case for
Memoco, in particular with a view to guaranteeing it against any claim, and if necessary to intervene voluntarily in all proceedings, both judicial and extra-judicial, to support and guarantee Memoco, as well as to make all documents useful for Memoco’s defence, in particular those relating to the defective Products, available to Memoco.
The Supplier shall take out adequate insurance covering the provisions of this article and shall provide Memoco with proof of such insurance and proof of payment of premiums.
The Supplier shall only supply Products that comply with all applicable European, national, regional or other legal regulations relating to the environment. In addition, he shall apply all the necessary markings to his Products and include the mandatory information in the instructions for use. At Memoco’s first request, he shall provide proof that he has fulfilled the above obligations. The supplier shall strictly observe the restrictions and/or prohibition on the use of certain hazardous substances. To this end, at Memoco’s first request, he shall present the certificates required for this purpose. The supplier shall strictly comply with the legal regulations in force concerning the environment.
All Products purchased from Memoco are covered by legal guarantees.
In no case shall Memoco be held responsible for the failure to comply with the regulations and laws in force in the country of receipt, subject to the application of the mandatory provisions in the country of receipt.
The customer can contact the customer service department by completing the form available on the Memoco website under the heading Contact Us.
The supplier may only transfer all or part of his rights and obligations under the contract or order to third parties with the prior written consent of Memoco, which may object in particular (but not exclusively) if it appears that the third party in question is not capable of performing the contract in accordance with its terms and these conditions and/or does not offer sufficient guarantees of solvency, competence or is not of good repute or is a competitor of Memoco.
The supplier hereby undertakes to indemnify Memoco against any claim or action (judicial or otherwise) which may be made or brought by the alleged holder of any intellectual property right in the Products supplied as a result of the infringement of its rights. In the event of such a claim or action, the supplier also undertakes, at Memoco’s first request and at Memoco’s discretion, either to have the Products in question replaced at its own expense by equivalent products that do not infringe any intellectual property rights, or to obtain at its own expense a free license in the name of Memoco for continued use and in any case for a period sufficient to enable Memoco to enjoy the Products acquired peacefully in accordance with their intended purpose or to meet its own obligations to its customers. In any case, the supplier shall reimburse Memoco or compensate Memoco for all costs and damages suffered by Memoco (including any penalties or damages to which Memoco may be liable), without prejudice to Memoco’s right to pursue compensation for other damages caused by the infringement of third party rights.
The supplier is obliged to comply with the laws and regulations in force. In particular, the supplier shall not engage, either passively or actively, either directly or indirectly, in any form of corruption, violation of fundamental labor rights or child labor. In addition, the supplier will assume responsibility for the health and safety of its employees, will act in accordance with applicable environmental laws, and will make every effort to promote and ensure compliance with this Code of Conduct by its own suppliers. In addition to any other rights and remedies Memoco may have, Memoco may terminate the contract and/or cancel any purchase order issued under this contract in the event of a breach of these obligations by the supplier. However, if the supplier is able to remedy the breach of its obligations or the consequences thereof, the termination by Memoco shall only be effective after a reasonable period of time, which shall be specified by Memoco in its notification. 14. Documents required for export For all deliveries involving the processing of products, software or technology of foreign origin, the supplier shall inform Memoco of the applicable provisions and terms and conditions of the “USA and UK Export Administration Regulations (ECCN)” and “EU Regulation (EC) No. 428/2009”. The supplier shall also provide Memoco with all documents necessary for the export of the Products.