Terms and Conditions

AMARA NZERO USA, INC.
GENERAL SALES TERMS AND CONDITIONS

These General Terms and Conditions of Sale ("Terms and Conditions") shall govern and control all sales of products and/or services by Amara NZero USA, Inc. ("Amara") to any and all purchasers ("Client") of such products and/or services.By placing an order with Amara, the Client agrees to be bound by these Terms and Conditions, which shall supersede any conflicting or additional terms and conditions proposed by the Client, whether included in a purchase order or otherwise. These Terms and Conditions constitute the entire agreement between Amara and the Client with respect to the sale of products and/or services, and no modification, amendment, or waiver of any provision hereof shall be binding upon Amara unless expressly agreed to in writing by an authorized representative of Amara.
 

1. Purpose

1.1 The purpose of these general terms and conditions of sale (the "GTC") is to regulate the contractual relationship between:
(i) Amara NZero USA, Inc., or any other company directly or indirectly controlled by it, having its registered address in the United States (“Amara”); and
(ii) Any purchaser, who is not an end consumer, of products or services offered by Amara (the “Client”).
1.2 Hereinafter, Amara and the Client will be identified individually as the "Party" and jointly as the "Parties".
 

2. Scope of application

2.1 These GTC will be applicable to all sales and deliveries of products that Amara makes to the Client (the “Products”), as well as to the associated services that are provided by Amara to the Client (the “Services”), unless the Parties expressly agree otherwise in writing.
2.2 The Client explicitly confirms and warrants before Amara that, as a purchaser, it is not an end consumer but acts solely in the scope and within its commercial or otherwise professional capacity. The Client shall be held liable before Amara should the representation under the preceding sentence is false.
 

3. General aspects

3.1 These GTC will be published on Amara’s website that is amaranzero.us/terms-and-conditions .
3.2 Amara reserves the right to modify these GTC at any time and shall notify the Client of any such modification. However, the applicable GTC to a given Sales/Purchase Order are those in force at the time the Order is placed. Any new conditions available on the Website will only be applicable, as of their publication date, to new Sales/Purchase Orders unless the Parties expressly agree otherwise in writing.
3.3 The Parties hereby agree that the acquisition of a Product or Service through the Website, initiated by means of the Client’s placing of a Purchase Order in accordance with Clause 4.1.(ii) below (the “Purchase Order") shall expressly include a statement that the Client has reviewed and expressly accepts these GTC. For the avoidance of doubt, the Parties agree and confirm that electronically placing (signing) a Purchase Order, through the Website, and/or the acceptance of such Purchase Order by Amara electronically, incl. via email, i.e. by means of a simple or advanced electronic signature within the meaning of applicable legislation, shall have the legal effect of a handwritten signature.
3.4 The Parties hereby agree that the acceptance of a proposal issued by Amara (hereinafter the “Sales Order") will expressly include a statement that the Client has reviewed and accepts these GTC.
3.5 For the purposes of Clauses 3.3 and 3.4, prior to placing the Purchase Order, or, prior to accepting a Sales Order, respectively, the Client shall be provided by Amara with access to the GTC and it shall be regarded between the Parties that the due provision of access to the GTC in electronic form shall have the legal effect of delivery of a hardcopy of the GTC.
 

4.Contract

4.1 The contract between Amara and the Client on the Products and Services that are the object of sale (the "Contract") will be executed when:
(i) the Sales Order is accepted by the Client in writing or by qualified electronic signature or another electronic signature as per the GTC, followed by conclusion of a document containing the commercial terms agreed between Amara and the Client (the "Commercial Terms”). The Sales Order shall be open for acceptance within the term stipulated therein. The Commercial Terms are provided to the Client for signature following Amara’s receipt of Client’s acceptance of the Sales Order; or
(ii) the Client places a Purchase Order and the Purchase Order is duly accepted by Amara and its acceptance is duly communicated to the Client via email/web portal within up to 2 (two) business days following the submission of the Purchase Order by Client. Amara shall not be bound by any Purchase Order placed unless Amara duly communicates its acceptance of the Purchase Order to the Client. To avoid any doubt, any email/web portal communication for confirming the simple receipt of a Purchase Order shall not constitute acceptance by Amara.
4.2 The following documents shall be deemed an integral part of the Contract (the “Contract Documents”):
(i) the Sales Order and its acceptance, or the Purchase Order and its acceptance, as applicable;
(ii) the Commercial Terms, if applicable, agreed to by the Parties, following the acceptance of the Sales Order or the Purchase Order and signed by Amara and the Client. To avoid any doubt, conclusion of a document of Commercial Terms shall not be required where a Purchase Order within the meaning of the present GTC is duly accepted by Amara, unless Amara requires otherwise;
(iii) the applicable technical documentation, including technical, quality, occupational risk prevention, environmental specifications or any other document that regulates technical aspects of the contractual relationship;
(iv) the guarantees of the Products granted, where applicable, by their manufacturers; and
(v) these GTC in force at the date of conclusion of the Contract.
4.3 In case of conflict between the Contract Documents, the one that occupies a previous place in the list set out in Clause 4.2 will prevail.
4.4 Any modification to the Contract will be binding to the Parties if it is made in writing by any of their duly empowered representatives.
4.5 The Contract Documents will be kept and stored by Amara physically or digitally. The Client will receive an original (where applicable) or hardcopy of the Contract Documents after the Contract is executed or, if applicable, may access them through the Website.
4.6 The images, illustrations, indications of measurements of dimensions and weights that may be included in any leaflet, brochures, etc., that may be attached to the Sales Order or the Purchase Order, including those published on the Website, as the case may be, do not constitute binding terms and conditions for Amara.
4.7 Amara reserves the right to:
(i) request documentation from the Client to carry out an analysis of its solvency; and
(ii) establish a credit limit for each Client, unilaterally, and subordinate the deliveries of the Products in accordance with this limit.
 

5. Price and payment terms

5.1 The prices for the sale of the Products and Services (the "Price") will be governed by Amara's current rates (the "Rates") at the time of the Purchase Order or included in the Sales Order. Amara reserves the right to modify the Rates at any time and without prior notice, provided that any such modifications are made prior to the acceptance of a binding Sales Order/Purchase Order or conclusion of the Contract and the respective Contract Documents by the Parties or terms specifically provided within the Sales Order or another Amara document as the case may be. Amara does not accept the cancellation of a Purchase Order after it has placed the order with its suppliers.
5.2 The Price does not include value added tax, or any other tax, rate or duty that may be applicable, including customs, unless Amara has expressly agreed otherwise, all of which will be borne by the Client.
5.3 Payment of the Price will be made in the form and term established in the Contract. In the absence of an express term, it will be understood that the Client must pay the Price within a period not exceeding 30 (thirty) calendar days from the date of delivery, which shall be duly certified with the respective document(s), signed and dated accordingly, of the Product or rendering of the Service,. Any other payment term will be calculated from the date of the invoice, unless otherwise established in writing by Amara. Any amount due and outstanding will accrue daily interest at an annual rate equal to the statutory interest rate until full payment unless otherwise agreed.
 

6. Delivery and acceptance of Products

6.1 Amara will use its best efforts to deliver the Products in accordance with Amara's delivery schedule set forth in the Purchase Order or the Sales Order or the Commercial Terms (the “Delivery Schedule”). For the avoidance of doubt, the Delivery Schedule is an estimate and does not constitute a guarantee of “on time” delivery
6.2 Amara reserves the right to modify the Delivery Schedule at any time on justified grounds, provided that the Client is notified in advance within a reasonable time. However, Amara shall not be liable to Client for any delay in the delivery of any Product, provided that the Client has been duly notified thereof, or if the delay is not within Amara’s reasonable control subject to the Contract or is otherwise not a result of any deliberate actions or gross negligence attributable to Amara.
6.3 The Client agrees to review and accept the Product as soon as it is made available by Amara in accordance with the applicable legislation.
6.4 The Client will be responsible for any expenses incurred as a result of any failed delivery, including, but not limited to, transportation costs, expenses associated with successive delivery attempts, storage expenses, and insurance.These General Terms and Conditions of Sale ("Terms and Conditions") shall govern and control all sales of products and/or services by Amara NZero USA, Inc. ("Amara") to any and all purchasers ("Client") of such products and/or services.By placing an order with Amara, the Client agrees to be bound by these Terms and Conditions, which shall supersede any conflicting or additional terms and conditions proposed by the Client, whether included in a purchase order or otherwise. These Terms and Conditions constitute the entire agreement between Amara and the Client with respect to the sale of products and/or services, and no modification, amendment, or waiver of any provision hereof shall be binding upon Amara unless expressly agreed to in writing by an authorized representative of Amara.
 

7. Shipments, risks and reservation of title of Products

7.1 All deliveries of the Products will be made "FCA Amara"/”EXW Amara” as defined in the Incoterms 2020 published by the International Chamber of Commerce, from the place of dispatch specified by Amara. All risks, once the Products have been delivered to the carrier, will be assumed by the Client, unless Amara accepts other delivery conditions in writing.
7.2 The Client will be responsible for all transportation, tariffs, storage, deposit, and delivery expenses corresponding to the Products, entirely on its own risk.
7.3 The Client may select the carrier and must provide written proof of having arranged insurance in a format and at a value deemed acceptable by Amara.
7.4 Amara will retain ownership of all Products until full payment of the Price has been made, along with the interest due, if any.
7.5 The Client will ensure that, until it has full ownership of the Products, all the Products are easily identifiable and separable with respect to the other products that they have in their possession. For these purposes, the Client:
(i) must ensure that all Products are readily identifiable as Amara products;
(ii) will at all times keep the Products in optimal condition so that they can be resold as new products; and
(iii) will not modify, alter, or destroy any identification mark or any characteristic that serves to identify the Products. Failure to comply with the abovementioned requirements will result in the Client paying damages to Amara for an amount to be determined by Amara when deemed necessary.
7.6 If the payment term referred to in Clause 5.3 has expired, Amara may at any time instruct the Client to immediately return the Products at the Client's expense (without prejudice to any other remedies to which Amara is entitled in case of non-compliance by the Client; including, among others, the corresponding compensation for the damages and losses incurred). Furthermore, the Client will refrain from granting any right, or from constituting any type of encumbrance, on the Products, whether as a guarantee, pledge or of any other type, and may not lend or dispose of the Products without the prior written consent of Amara.
 

8. Inspection and approval of Products

8.1 The Client undertakes to inspect the products delivered at the time of delivery and to detect any visible loss or damage, and to note it on the transport document or the receipt notification.
8.2 The Client will not have the right to claim any missing Product, nor any visible damage to the Products, unless it has been stated in the transport document or the receipt notification.
8.3 It will be understood that the Client has accepted the Products from the date of receipt, unless within a period of 5 (five) business days of the date of receipt, the Client provides Amara with a written notification of its rejection of all or part of the Products, specifying in detail the reasons for said rejection.
8.4 In the event that hidden defects (defects that could not be regarded visible during the initial inspection) are discovered after the acceptance of the Products, the Client shall immediately notify Amara of these defects.
8.5 Should a necessity arise for return/retrieval of any of the Products, the Client undertakes to comply with Amara’s instructions in this regard as well as to ensure the necessary cooperation and assistance regarding the return/retrieval of the Products (i.e. to provide Amara’s representatives and/or employees, and/or the carrier with access to the Client’s warehouse or another place of dispatch, to ensure due care and assistance by the Client’s employees and/or on-site representatives on the agreed day and time for the collection of the Products).
8.6 In any case, under the clauses above, the Client shall safeguard and protect the Products and comply with its other obligations under the Contract, incl. under item 7.5 above until the return/retrieval of the Products by Amara.
8.7 Amara shall not be held responsible for damages if the Client or its representatives, employees or agents have violated the instructions for the storage and use of the Products.
 

9. Product guarantees

9.1 Amara will deliver to the Client, together with the other Contract Documents, the guarantee documents (the "Guarantees") granted, where appropriate, by the respective manufacturers of the Products.
9.2 Amara will not be in charge of any claims, procedures and resolution of incidents related to the Guarantees nor will it grant additional or substitute guarantees, but rather the Client will be in charge of them.
9.3 Consequently, the Client will not have the right to claim against Amara any defect or damage of the Products that occur after the date of acceptance of the Products, unless said defect or damage is directly attributable to Amara and has been notified as per Clause 8.3 above.
 

10. Return of Products

10.1 Notwithstanding Clause 8 above, the processing of any Product return file must be initiated by a written return request from the Client, indicating:
(i) the reason for the return;
(ii) the description of the Products and quantities to be returned;
(iii) the state of conservation of the Products and/or packaging; and
(iv) Amara's invoice and delivery note numbers.
10.2 Client may not return the products to Amara unless Amara issues a favorable resolution to Client's written return request.
10.3 Amara may invoice the Client for processing fees and deposit fees incurred.
10.4.1 In the event that the Order consists of the supply of a certain length of cable, such cable shall be delivered in the manufacturer’s own reel (duly identified with its code and plate) either (a) transferring the title over the reel to the Client and therefore, including the price of the reel in the invoice of the Proposal/Order; or (b) on consignment, with no transfer of title over the reel.
10.4.2 Once the Client has made use of the cable and the reel is empty, Amara shall collect the reel at the Client’s premises or at any other location as agreed by the Parties, provided that Amara performs a visual inspection of the reel to verify if it is in good condition or whether it is damaged, or its lifespan has expired. The following cases may occur:
(i) If the reel is in good condition and it has not expired:
(a) Amara shall recover the title of ownership by paying the Client the equivalent amount of its value as invoiced in accordance with (a) in clause 10.4.1. above; or
(b) If the reel was delivered on consignment in accordance with (b) in clause 10.4.1. above, the Client shall not be entitled to any payment.
(ii) If the reel is damaged and/or has expired:
(a) Amara shall recover the title of ownership of the reel, but the Client shall not be entitled to any payment if the reel was invoiced in accordance with (a) in clause 10.4.1. above;
(b) If the reel was delivered on consignment in accordance with (b) in clause 10.4.1. above, Amara shall invoice the Client the total value of the reel by way of compensation of the damages.
 

11.Termination

11.1 The Contract may be unilaterally terminated by Amara in any of the following events:
(i)    when the Client exceeds the credit limit set by Amara under the terms of Clause 4.7(ii), unless the Client provides additional guarantees at Amara’s satisfaction; 
(ii)    in case of material breach of the Client’s obligations, including payment of the Price, in accordance with the Contract.
11.2 In the event established in Clause 11.1(ii), Amara may choose between requesting the Client to remedy the breach within 5 (five) business days or termination of the Contract, with compensation for damages and payment of interest in both cases
 

12.Force Majeure

12.1 None of the Parties will be liable to the other for the breach or delay in the performance of the obligations undertaken under this Contract to the extent that said breach or delay is the consequence of unforeseeable events of extraordinary nature that occurred beyond its reasonable control and that could not have been avoided by employing due diligence (“Force Majeure”). Such events typically include, but are not limited to, natural disasters (e.g., earthquakes, floods, hurricanes), wars, acts of terrorism, government actions or restrictions, labor strikes, pandemics, or any other similar circumstances that are unforeseeable, unavoidable, and not caused by the Party invoking Force Majeure.
12.2 When any event of Force Majeure occurs, to the extent possible, the Party affected by the Force Majeure will notify the other Party in writing immediately upon becoming aware of the occurrence of said event (including an estimate of the duration of the effects that said event may have on the activities in question), and will carry out its best efforts to:
(i)    mitigate and solve the difficulties created by the Force Majeure event; and
(ii)    resume their activity and compliance with their obligations as soon as possible.
12.3 If an event of Force Majeure affects, or is expected to affect, any of the Parties or the performance of this Contract during a period of 30 (thirty) calendar days or more, the Parties will negotiate in good faith the terms to address the problems caused by said event, including the negotiation of an addendum to the Contract to reflect the new situation.
12.4 If an event of Force Majeure affects, or is expected to affect, any of the Parties or the performance of the Contract during a period of 90 (ninety) calendar days or more, either Party shall have the right to terminate the Contract upon prior written notice. For the avoidance of doubt, neither Party shall be liable to the other for any damages or compensation derived from the consequences of the Force Majeure event.
 

13.Limitation of liability

13.1 Amara's liability shall not exceed the total amount of the Price effectively received by Amara from the Client under the Contract.
13.2 Amara will only be liable for the direct damages that, if applicable, the Client may have suffered.
13.3 In no event will Amara be liable for indirect damages, loss of profits, consequential damages, opportunity cost, loss of production or any other damages of a similar nature.
13.4 The foregoing limitations of liability shall not apply in the event that Amara is proven to have engaged in willful misconduct or gross negligence in the performance of its obligations under the Contract, as well as any other limitation of liability that is not legally permitted
 

14. Nature of contracting and staff for the provision of Services

14.1 All of Amara’s staff who is linked to the provision of Services in accordance with the provisions of the Contract will be independent of the Client, there being no labor relationship between the Client and Amara personnel, or vice versa.
14.2 Amara, as an autonomous and independent entity, will designate the trained and specialized staff that it deems appropriate so that, at its expense and in its name and representation, it provides the Services. Amara will develop its activity based on its own organizational criteria, providing all the technical and material means necessary for the provision of the Services.
14.3 Amara's staff and, where appropriate, those of third-party companies with which Amara subcontracts the provision of the Services, will have the necessary technical training and experience to carry out the provision of the Services with the highest quality.
14.4 Both Parties acknowledge that Amara’s staff involved in the provision of the Services shall be Amara employees, and, as such, shall at all times be under Amara's power of direction and control, and disciplinary power. The Client will lack management or disciplinary power over Amara's staff or that of third-party companies with which it subcontracts the execution of the Services, without prejudice to its power of coordination for the good end of the object of the Contract.
14.5 In order to carry out its coordination power, Amara will designate a coordinator to whom the Client may contact if they want to instruct any generic guideline and who will serve as a connection between the Client and Amara. Likewise, Amara's staff will address Amara, through its coordinator, and, in no case directly to the Client's staff.
 

15. Prevention of occupational hazards

15.1 The Parties expressly undertake to comply with and enforce the legal or conventional regulations in force regarding occupational risk prevention as well as the provisions contained in this Contract.
15.2 In the event that Amara’s staff has access to the Client's facilities, in the context of the provision of the Services, the Parties, as concurrent employers in the same work center, undertake to establish the means of coordination that they consider necessary and pertinent for the prevention of occupational risks of workers who carry out their activity in the aforementioned center.
 

16. Independence of the Parties for the provision of Services

16.1 The Contract is formalized between independent parties. In no case shall it be understood that one of the Parties acts as agent or representative of the other Party.
16.2 Neither Party shall have the right, power or authority to sign any type of contract or agreement or incur any type of responsibility or assume any type of obligation, in the name, representation or on behalf of the other Party.
16.3 The Contract will not be interpreted as the formation of an association, agency relationship, association, joint venture, or of any other type between the Parties nor will it be understood that it imposes any type of responsibility typically related to those relationships on the Parties.
 

17. Subcontracting and assignment

17.1 Neither the Contract, nor any of the rights or obligations derived from it may be assigned, totally or partially, by the Client without the prior, express and written consent of Amara.
17.2 Amara may subcontract, in whole or in part, its obligations under the Contract.
 

18. Insurance

18.1 The Client must contract and maintain in force during the entire term of the Contract the following insurance coverage (the "Insurance Policies"):
(i) all those insurances that are mandatory in accordance with the applicable law; and
(ii) civil liability insurance that covers liability against claims arising from the performance of the Contract, for material or personal damages, with the following coverage: (a) employer and operating civil liability; (b) civil liability for defective products and post-work; and (c) civil liability derived from accidental contamination of the environment.
18.2 To the extent permitted by the applicable law, Amara will not be responsible for any damage suffered by the Client that is covered by any of the Insurance Policies. 
18.3 Amara reserves the right to request from the Client:
(i) A certificate issued by their insurance company indicating the coverage, contracted limits and applicable deductibles, in which Amara’s condition as an additional insured must be indicated without losing its status as a third party (the "Certificate"); and
(ii) A receipt or proof of payment of the corresponding premiums.
18.4 In the event of an accident, any discrepancies between payment of indemnities, whether due to the application of deductibles or for any other reason, and the contracted Insurance Policies, will be borne by the Client.
18.5 In all the Insurance Policies that are contracted in compliance with these GTC, an express mention of exoneration of liability to Amara will be included, expressly waiving its right of repetition and subrogation against it by the corresponding insurers.
18.6 The Insurance Policies must be contracted with insurance companies of acknowledged reputation and solvency.
 

19. Communications

19.1 Any notification or communication between the Parties must be made at the address indicated for each of them in the Contract.
19.2 Any change of address for notification purposes must be communicated to the counterparty at least fifteen (15) days in advance. “Notification” will be understood as one that allows proof of its sending, its reception, and its content.
 

20. Ethics and Conduct, Anti-corruption, Sanctions and Import and Export Controls

20.1 The Parties represent that they carry out and have been carrying out their activity in compliance with the applicable regulations, including regulations on the prevention of money laundering, financing of terrorism, anti-bribery, and anti-corruption.
20.2 The Client represents to know the content of the Amara's Code of Ethics which is published on the company's website https://amaranzero.com/CódigoÉticoAmaraNzero or is alternatively provided to the Client by Amara by way of email (as a soft copy) or other suitable means, and to understand its scope and content. Therefore, the Client expressly assumes compliance with the following obligations which shall be understood as their own and without restriction:
A.    On regulatory and ethical compliance:
20.2.1 Comply with any legislation and/or regulations applicable to the Client’s activity, in considering the territorial scope of the service provision.
20.2.2 Execute the object of the Contract, or those obligations that can reasonably be considered concerning and/or derived from it, complying with a fair and competitive market system in accordance with the applicable laws on economic competition, antitrust and anticorruption, as well as that local and international legislation and/or regulations applicable and in force at the time of the effective provision of the object of the Contract.
20.2.3 Comply with and enforce compliance with its employees, representatives, affiliates, subcontractors and/or third parties that directly or indirectly execute the services that are the object of the Contract and/or the Code of Ethics, refraining from any act or fact that constitutes a violation thereof.
20.2.4 Report any concern, or violation of the Code of Ethics through the Amara Ethics Channel.
20.2.5 Comply with current provisions on tax, labor, Social Security, social integration of people with disabilities, gender equality, occupational risk prevention and environmental protection.
20.2.6 Respect the human rights of its stakeholders and comply with existing legislation on the prevention of forced labor or conditions of slavery, child labor and harassment or employment discrimination.
B.    On anti-corruption regulations:
20.2.7 Notify Amara of any improper request that it receives in relation to this Contract and that could be considered an act of bribery or corruption, as well as notify in writing any appointment or hiring of a public official as an employee, representative or manager.
20.2.8 Execute the Contract without making use of fraudulent, irregular, illegal means, or that may entail a sanction for itself, or jointly or subsidiary, with respect to Amara.
C.    On tax and Social Security obligations:
20.2.9 Be up to date with the Tax Agency and the Social Security General Treasury, as well as provide a positive certification issued by such agencies, if applicable.
20.2.10 Renew and deliver the certificates that certify compliance with tax and Social Security obligations as many times as necessary during the term of this Contract and until its completion.
D.    On transparency obligations:
20.2.11 Provide Amara with all the information and documentation necessary to carry out the Contract successfully. The lack of information or documentation, errors or falseness of the data provided, as well as the late or extemporaneous delivery of the documents necessary for the correct development of the Contract, will exonerate Amara from all responsibility for the damages or consequences that could be derived, to the extent permitted by law.
E.    On sanctions and import and export controls.
20.2.12 Comply with, and ensure that the rest of the Client's members comply with all the regulations applicable to commercial, economic and financial sanctions, anti-boycott laws or export controls, including the regulations applicable in the United Kingdom, the European Union, the United States and the UN regarding the goods, software and technology or services provided under the Contract, as well as to obtain all the licenses, permits, authorizations or governmental exemptions that correspond in relation to the regulations of sanctions and import and export controls.
20.2.13 At Amara's request, Client shall provide information about the end users, the country of destination, and the intended end use of the goods, software, or technology provided under the Contract. If there is a change of end user, country of destination or end use that may be restricted or prohibited by regulation, or that places Amara in default, Amara may terminate the Contract unilaterally.
20.2.14 Inform whether the Client has or has had a relationship with Politically Exposed Persons (PEPs). In such event, Amara shall have the right to suspend or terminate the Contract.
20.2.15 Avoid any type of relationship with persons or organizations subject to sanctions (or with any other person controlled by a person listed or designated as sanctioned) according to the lists maintained by the Security Council of the United Nations, by the European Union, by OFAC (Foreign Assets Control Office), or by any other sanctioning authority.
20.2.16 Report on the initiation of any procedure by which a member of the Client may be subjected to sanction by an authority. In such event, Amara shall have the right to suspend or terminate the Contract.
F.    On the guarantee of indemnity:
20.2.17 To the extent permitted by law, the Client will directly assume any liability of any kind arising from the obligations assumed under this Clause, as well as defend and hold Amara harmless against any claim arising from said breach.
G.    On the right to suspension and early resolution:
20.2.18 Amara will have the right to suspend or terminate the Contract in advance in the event that the Client fails to comply with the commitments, representations and warranties contemplated in this Ethics and Conduct, Anti-corruption, Sanctions and Import and Export Controls clause.
20.2.19 For such purposes, the Client makes the following representations, to the best of its knowledge and belief (understood as what the Client, its directors, managers, representatives and attorneys-in-fact, employees, agents, and advisors should have in their knowledge):
20.2.20 The Client warrants that, as of the date of signing of this Contract, it is not subject to an investigation under criminal proceedings, whether national or international, nor is any of its subsidiaries being subject to any such investigation.
20.2.21 The Client warrants that, prior to the conclusion of this Contract and during its term, no gift, favor, compensation, benefit or advantage of any unjustified nature has been offered, promised, given, delivered, received, requested or accepted, either on their behalf or through a representative or intermediary, and on their own behalf or that of a third party against others, to (i) any person who is hired by Amara or by a third party; (ii) nor to a public official or person who participates in the exercise of public function to perform an act contrary to the duties inherent to their position or to not perform or delay what they should perform.
20.2.22 The Client warrants that it has adequate control procedures to prevent actions that may be classified as bribery and/or corruption by the applicable legislation, either on its own account, on its behalf or through an intermediary.
20.2.23 Applicable anti-corruption laws shall be understood to include (by way of example, but not exhaustive): (i) the [*] Criminal Code, (ii) the United Kingdom Anti-Bribery Act (Bribery Act, 2010 ), (iii) the United Kingdom Proceeds of Crime Act, 2002, (iv) the United States Foreign Corrupt Practices Act (FCPA, 1977), as well as (v) any other law or regulation, national or international, against bribery, fraud, collection of commissions or similar activities in force in the country in which the Parties are incorporated or that could be directly or indirectly applicable in the country or jurisdiction where the Contract is performed.
20.2.24 The Client warrants that no public official holds ownership, possession, or any interest of a legal or other nature that directly or indirectly benefits the Client with respect to the subject matter of the Contract, and that no public official acts as official, director, employee, or Client's agent, or any of its affiliates.
20.2.25 The Client undertakes to maintain a record of compliance during the term of the Contract and for a period of five (5) years after its termination. In addition, the Client guarantees that it will provide access to Amara upon its request.
20.2.26 The Client undertakes to inform as soon as it is suspected or becomes known that the preceding representations and warranties are (or will most likely become) no longer valid and, likewise, it will inform about the measures that it is or intends to implement in this regard.
20.2.27 The Client warrants that neither this, nor any direct supplier or member of its supply chain has been condemned, nor is it being, at the time of formalizing the contractual relationship with Amara, the object of investigation in legal proceedings for infringement of human rights, the legislation on the prevention of forced labor, in conditions of slavery and child labor, discrimination and/or harassment.
 

21. Confidentiality

21.1 The Parties consider the existence of the Contract and the respective Contract Documents to be strictly confidential, as well as all the information contained therein, and that obtained or generated in its development and/or performance (the "Confidential Information") and shall not be used otherwise than for the purpose of the Contract and the respective Contract Documents without the prior written consent of the other Party providing such information unless it is within the scope of the exceptions set forth in Clause 21.3(ii) below.
21.2 Confidential Information includes, but is not limited to any data, technical, marketing, business, financial, operational, administrative and economic information related to present and future products, services, trade secrets, customer lists, pricelists, proprietary information, business plans, estimates and forecasts, operational details, experience, intellectual property, know-how, visual information, as well as any other information disclosed by either Party, either explicitly marked as confidential or not, the confidential nature of which may be reasonably known to the other Party.
21.3 In this sense, the Parties undertake with respect to Confidential Information:
(i)    use it exclusively in what refers to the purpose of the Contract; and
(ii)    not disclose it, in whole or in part, to any other person or entity, with the following exceptions: (a) when disclosure is required by law or order of a judicial or administrative nature (in such case, the Party that discloses the Confidential Information shall immediately inform the other Party, unless such notice is prohibited by law); and (b) when it comes to transmitting Confidential Information, for the sole purpose of compliance with the Contract, to those of its directors, employees, auditors, professional advisers or legal representatives who need to have it for that purpose, subject to confidentiality undertaking by the receiving party.
21.4 Upon request, all the documentation containing Confidential Information disclosed by either Party shall be returned to the other Party whereas the Party is entitled to retain a copy thereof if required by law or for the purposes of establishment, exercise, or defense of claims made or threatened and dispute resolution.
21.5 The provisions of this Clause 21 shall survive the termination of the Contract.

22. Data protection

22.1 In compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the protection of natural persons with respect to the processing of personal data and the free circulation of these data (“GDPR"), access or communication of personal data by Amara will not be necessary, beyond the personal data of the signatories and contact persons, whose treatment is regulated in this Clause.
22.2 We inform you that the personal data of the signatories, attorneys-in-fact, and/or Client representatives provided in the Contract will be processed, as well as the contact persons that may be provided, to manage and fulfill the established contractual relationship. For these purposes, they must, prior to providing the data, inform the physical contact persons of the points contained in this Clause. The legal basis for the processing of such data is found in the legitimate interests of Amara concerning the development and execution of the established contractual relationship.
22.3 Likewise, we inform you that the data of the signatories, as well as the data of the personnel required for the execution of this contract, may be communicated, where appropriate, to the Tax Agency and other Public Administrations, in the terms established in the current regulations, exclusively in the event that said communication of data is accurate and/or in compliance with legal obligations directly enforceable from each of the parties and/or when there is corresponding legal authorization.
22.4 Personal data will be kept during the term of the Contract and subsequently, as long as the right of deletion has not been exercised, during the applicable legal and other applicable terms. Specifically, the data and documentation that serve as proof of the established contractual relationship and/or compliance with legal obligations derived from it will be kept during the conservation periods imposed by the applicable regulations, as well as during the prescription periods of the civil, administrative or any other type of action that may derive from the contractual relationship.
22.5 Individuals may exercise their rights by sending a letter to the email address: dpo@amaranzero.com,  or to Amara's registered office (Ref.: Data Protection-Legal Services. Should it be deemed necessary as per Amara internal acts and policies, Amara may require of the data subject suitable proof of identification in line with applicable legislation. In any case, they may exercise any claim they deem appropriate regarding the processing of their data by going to the Commission for Personal Data Protection https://www.ftc.gov/complaint).
 

23. Divisibility

23.1    In the event that any clause of the Contract is considered invalid or unenforceable, this will not affect the validity or enforceability of the other clauses of the Contract. In such cases, the Parties undertake to replace the invalid or unenforceable clause with another clause (as long as it is valid) as similar as possible to the legal and economic intention of the invalid clause.

24. Applicable law and jurisdiction

24.1 This Contract, and all matters related to it, shall in all respects be governed by, and interpreted in accordance with the laws of the State of Texas. The Parties exclude the application to this Contract of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.
24.2 The Parties, waiving their own jurisdiction or any other that may correspond to them by law, hereby agree that any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its effective Commercial Arbitration Rules at the date of the commencement of the arbitration. The arbitration shall be rendered by one or three arbitrators selected by the Parties, except for the chairperson who shall be designated at the American Arbitration Association´s discretion, that may be entered in any court having jurisdiction thereof. The seat of the arbitration shall be Houston, Texas and the language shall be English