General Conditions for Subcontracting

GENERAL CONDITIONS FOR SUBCONTRACTING (TSC 1.6)

1 SCOPE

These General Conditions for Subcontracting (“General Conditions”) shall apply to all orders and purchases of goods and products manufactured in accordance with Teleste Corporation’s and companies within the same group of companies as Teleste Corporation drawings and specifications as well as to the tools used in manufacturing such goods and products.
The following capitalized words used in these General Conditions shall have the following meaning:
“Products” shall mean the products and Tools manufactured by the Subcontractor in accordance with Teleste’s drawings, technical documents and/or other specifications and requirements.
“Tools” shall mean tools designed and/or manufactured by the Subcontractor for the purpose of manufacturing products that meet Teleste’s drawings, technical documents and/or other specifications and
requirements.
The company within Teleste group of companies making an order or making the contract of purchase is hereinafter referred to as “Teleste”. Such group company is solely responsible for any order issued by it and the Subcontractor shall invoice directly such group Company. The other party is hereinafter referred to as “Subcontractor”. The Products, including the Tools, may only be supplied to Teleste or a third party as authorized by Teleste in writing.

2 FORMATION OF CONTRACT

A contract (“Contract”) shall be deemed to have been entered into when (i) the Subcontractor has accepted Teleste’s order, (ii) Teleste has confirmed the Subcontractor’s offer in writing or (iii) the parties have signed a contract of purchase. Amendments to an offer, order confirmation or other documents shall be in writing in order to be valid. Any references to or use of the Subcontractor’s standard terms or similar terms referenced in the Subcontractor’s offer, invoice or otherwise are hereby excluded.

3 SOFTWARE

In case the Product contains any software, Teleste shall by virtue of the Contract in relation to said software be deemed to have received the perpetual, irrevocable, worldwide, unlimited and royalty-free right to (i) use and utilize such software, (ii) take any actions to adapt the software to enable its interoperability with other products and software programs of Teleste and/or a third party, and (iii) deliver, and assign the software to third parties, as well as other rights based on applicable law. Such right includes also the right to amend, modify, further develop, duplicate for back-up purposes and sub-license the software. To the extent not otherwise agreed in writing, the Subcontractor is responsible for any third party software provided by it and the terms and conditions of this Contract shall also apply to such software.
The Subcontractor must inform Teleste if the Product contains any open source software. In such case, the Subcontractor shall, at Teleste’s request, replace such open source software with other software. If any open source software is agreed to be included in the Products, the Subcontractor shall provide the license terms applicable to such open source software to Teleste in advance.
In case the Product contains any software provided by Teleste, the Subcontractor may not use such software for any other purpose, than the purpose of fulfilling its obligations under the Contract.

4 ORDERS AND PURCHASE FORECASTS

Unless otherwise agreed, the order shall be deemed accepted by the Subcontractor unless the Subcontractor has rejected it within four (4) working days from its receipt. The Subcontractor’s receipt of the order shall be deemed to have taken place on the next working day after it has been sent to the Subcontractor by e-mail or as otherwise agreed between the parties.
Any estimates or forecasts for a delivery of the Products submitted by Teleste shall, unless otherwise agreed in writing, be non-binding and given for production planning purposes only.

5 GENERAL RESPONSIBILITIES OF THE SUBCONTRACTOR

The Subcontractor agrees to comply with applicable laws and regulations and conduct its business in accordance with high ethical standards. The Subcontractor shall continuously monitor and measure the quality of the Products and shall comply with any quality and security standards and procedures agreed or that may be reasonably required taking into account the nature of the Products.
The Subcontractor shall perform its obligations under the Contract in a workmanlike manner and with professional diligence, skill, prudence and foresight.

6 DRAWINGS AND TECHNICAL DOCUMENTS

All right, title and interest in and to the intellectual property rights arising out of or relating to the Products (including the drawings and technical documents) or their manufacture or development prior or after the formation of the Contract, shall be the property of Teleste. Drawings, technical documents or other technical, commercial or financial information received by the Subcontractor from Teleste shall not, without the prior written consent of Teleste, be used for any other purpose than for which they were submitted and the Subcontractor shall keep them strictly confidential during the term of the Contract and thereafter. The Subcontractor agrees to sign a separate confidentiality undertaking at Teleste’s request.
Teleste may provide the drawings and other documents in the form of its choice. The Subcontractor shall duly review the drawings, technical documents and other requirements of Teleste and promptly inform Teleste should the drawings or requirements include contradictions, inconsistencies or deficiencies in particular as regards the safety of the Products.
Teleste has chosen the Subcontractor on the grounds that the Subcontractor has extensive and in-depth experience and know-how in the design and manufacturing of the Products. Therefore, Teleste expects of the Subcontractor and the Subcontractor agrees to actively suggest improvements to the drawings and requirements of Teleste and shall propose and implement (subject to Teleste’s prior written consent) methods and processes that reduce the manufacturing cost of the Products and enhance quality, productivity and reliability of the Products (“Feedback”). The Subcontractor grants Teleste and its affiliates, a worldwide, exclusive, perpetual, irrevocable, royalty-free and unlimited license to freely use, modify and sublicense Feedback and to create derivative works thereof, as well as to make (and have made) and distribute any products and/or services of Teleste containing such Feedback.
The Subcontractor shall maintain a version management system which ensures that the Products are always manufactured strictly in accordance with the most recent drawings and other technical documents provided by Teleste, or in accordance with the version of the drawings and other technical documents referred to in Teleste’s order for the Products. If the version referred to in the drawing and in Teleste’s order are different, then the Subcontractor shall, prior to manufacturing the Products, request Teleste to confirm which version is to be used.
Teleste may request changes to the Products at any time prior to delivery of the Products to Teleste. The Subcontractor shall implement the changes to the Product in accordance with the same pricing principles and price levels as the original order. Teleste shall extend the delivery time for the Products by the time reasonably necessary to implement the changes. The Subcontractor shall confirm the delivery time within four (4) working days from receipt of Teleste’s notice.
Teleste may also at any time prior to delivery of the Products (including the Tools) cancel the order and instruct the Subcontractor to cease to manufacture the Products. In the event of a cancellation Teleste shall, as the Subcontractor’s sole remedy, reimburse the direct manufacturing costs incurred by the Subcontractor in respect of the cancelled Products until Teleste’s cancellation notice.
The Subcontractor shall duly document its activities hereunder. The Subcontractor shall, without extra cost, supply to Teleste at any time upon Teleste’s request the drawings and other technical documents including testing material of the Products in electronic form in sufficient detail to permit installation, commissioning and maintenance of all parts of the Products.

7 TELESTE’S TOOLS

Tools that may be provided to the Subcontractor by Teleste for the purpose of manufacturing the Products shall remain the property of Teleste and must be kept separate from the Subcontractor’s goods and properties.
Teleste’s Tools must be kept in good working order until Teleste authorizes disposal of the Tools or requires the Tools to be returned to Teleste. The Subcontractor shall monitor the condition of the Tools and shall promptly inform Teleste of any changes in their condition. The Subcontractor shall be liable for any damage and loss to Teleste’s Tools while in the Subcontractor’s care. The Subcontractor may not assign the Tools to a third party without Teleste’s prior written consent. The Tools must be returned to Teleste promptly upon request.
What is stated under this Clause 7, applies equally to the Tools designed and/or manufactured by the Subcontractor hereunder.

8 MANUFACTURING OF THE PRODUCTS AND QUALITY

The Subcontractor shall not begin any serial or other commercial production of the Products until Teleste has accepted in writing the final prototype of the Product.
The foregoing applies to new Products as well as to the Products that have been changed pursuant to Teleste’s request.
Teleste may give instructions, as regards the suppliers, the Subcontractor shall use for the provision of raw material or other components. Further, Teleste may request in respect of a specific Product that the Subcontractor shall obtain Teleste’s prior consent for its suppliers. Notwithstanding any instructions or consent given by Teleste, the Subcontractor shall assume full liability for the performance of its suppliers and shall ensure that its suppliers conform to the requirements of Teleste set forth in these General Conditions and the Contract.
The Subcontractor shall constantly monitor the quality of the Products and its manufacturing and testing processes and inform Teleste of any defects detected by the Subcontractor. Breach of this obligation is considered as material breach of the Subcontractor. Upon request, the Subcontractor shall provide evidence of its quality monitoring processes and results thereof.
The Subcontractor shall on a continuous basis report to Teleste on the progress of the production of the Products. Unless otherwise agreed, the Subcontractor shall report on such progress at least bi-weekly.

9 ACCEPTANCE, TESTING, TECHNICAL SUPPORT

The Subcontractor shall test the Products prior to delivery to Teleste in accordance with Teleste’s instructions. If no instructions have been given, the Subcontractor shall request Teleste to give such instructions. Circuit boards must be tested in accordance with Teleste’s General Requirements for Printed Wiring Boards, a copy of which shall be provided to the Subcontractor upon request.
Acceptance tests by Teleste shall take place only to the extent agreed between the parties in writing. Agreed acceptance tests shall be carried out in accordance with the general practice in the industry concerned. The test reports shall be sent to Teleste immediately after such acceptance test and shall be deemed to have been accepted as accurate unless otherwise informed by Teleste within 20 working days from receipt of the reports.
The Subcontractor shall bear all costs for carrying out the tests. Teleste shall however bear all travelling and living expenses for its representatives in connection with such tests.
The Subcontractor shall upon request and free of charge, provide Teleste with reasonable technical assistance and support as may be required in order for Teleste to properly use the Products.

10 DELIVERY, TITLE

All references to delivery terms shall be construed in accordance with Incoterms 2010. Unless otherwise agreed in writing, delivery term is DDP, Littoinen or Suzhou or another location as requested by Teleste. The title to the Products is transferred to Teleste at the same time as the transfer of risk in accordance with the applicable delivery term.
All right, title and interest to the intellectual property arising out of or relating to the Tools shall at all times belong to Teleste.
Delivery time is of the essence. Teleste is not obliged to take the Products into its possession before the agreed time of delivery. Teleste has the right to postpone a delivery with a prior notice to the Subcontractor. If so requested by Teleste in writing, the Subcontractor shall keep a buffer stock of the Products in order to guarantee timely delivery to Teleste. If it is probable that the Subcontractor cannot deliver the Products at the agreed delivery date, the Subcontractor shall, as soon as it becomes aware of the anticipated or actual delay, inform Teleste thereof in writing, including also cause for such delay and new delivery time, and shall, at Teleste’s request and at the Subcontractor’s own cost, expedite the delivery of the Products in question.
If a delivery is delayed, Teleste shall be entitled to liquidated damages. The liquidated damages shall be payable at the rate of 5 % for each commencing week of delay up to a maximum of 25 %. The liquidated damages shall not exclude Teleste’s right to compensation for any damage and loss incurred by Teleste.
In case of delay, the Subcontractor shall deliver the Products to Teleste by the quickest possible transportation and the Subcontractor shall be solely responsible for the costs of such expedited delivery.
If the delay exceeds three (3) weeks, and the delay is not caused by reasons as set out in Clause 15 (Force Majeure), Teleste is entitled at its sole discretion to terminate and/or cancel the Contract and/or respective purchase order and the Subcontractor shall pay full compensation to Teleste for the damage and loss Teleste has suffered for the delay.

11 PRICES AND PAYMENT

The prices for the Products exclude VAT but include any other associated costs, government fees, duties, taxes and the cost of packaging, designs, drawings and other technical documentations unless otherwise agreed in writing. The payment shall be made in Euro unless otherwise agreed in writing. Invoices in electrical form are the most recommended but Teleste reserves the right to require a paper copy of the invoice.
The Subcontractor shall specify the prices of raw materials of the Products. If the cost of labor or raw material decreases, the decrease shall become automatically effective and shall be taken into account in the next invoice sent to Teleste following the price decrease.
The Subcontractor shall not increase its prices to Teleste without giving Teleste at least six (6) months prior written notice thereof. No price increase shall affect any quotes or orders already submitted. The prices may not be increased by more than the actual increase of the cost of raw material and maximum once per year. Further, the Subcontractor shall aim to lower its prices and costs to Teleste constantly and the parties shall discuss at least twice per year on lowering the prices to Teleste.
In the invoice the Subcontractor shall specify Teleste’s order number, order confirmation number or Contract number. Every individual order shall have an individual invoice. Teleste does not accept any invoices with several purchase order numbers or delivery batches. The Subcontractor warrants that the prices for the Products are not less favorable than those extended to any other customer for similar goods in equal or lesser quantities.
As regards the Products (exclusive of the Tools), Teleste shall pay the invoice within three (3) calendar months following the end of the calendar month during which the delivery of that Product has taken place, Teleste has accepted the delivery of the Product and the correct invoice has been received by Teleste. Any payment by Teleste shall be without prejudice to any claims or rights, which Teleste may have against the Subcontractor and shall not constitute any admission by Teleste as to the performance by the Subcontractor of its obligations under the Contract.
As regards to the Tools, the payment may be divided into payment milestones if so agreed in writing in the applicable Contract. If the payment is not divided in milestones, the payment shall be made within three (3) calendar months following the end of the calendar month during which the acceptance of the final prototype of the Tools has taken place and the correct invoice has been received by Teleste.
Teleste shall have no obligation to pay for Products that have been manufactured without Teleste’s order or consent of the final prototype of the Product in question.
If Teleste fails to pay by the stipulated date, the Subcontractor shall be entitled to interest from the day on which the payment became due. The rate of interest shall be 6 per cent per annum. The interest is the Subcontractor’s sole remedy for delays in payment. All other claims are excluded.
Notwithstanding the above, Teleste has a right to withhold payment for deliveries until possible notices of defects have been solved. During this period the Subcontractor is not entitled to interest.

12 LIABILITY FOR DEFECTS, WARRANTY PERIOD

The Subcontractor warrants that the Products are free from defects in materials and workmanship and conform to the specifications and requirements included in the quotation, the order confirmation or the Contract and that they are fit for the intended purpose and merchantable. Further, the Subcontractor warrants that the Tools are free from defects in design and that they can be used to manufacture a minimum number of the Products as set forth in the applicable Contract.
Unless expressly otherwise agreed in writing, the Subcontractor’s liability for
a) defects and conformity for the Products is thirty six (36) months and
b) repeated defects in Products that likely are due to the same root cause sixty (60) months,
is in each case, calculated from the date on which the title of the Products is transferred to Teleste (each period separately and together “Warranty Period”). If Teleste requests changes to the Products or the Tools during the Warranty Period, a new Warranty Period shall commence for the modified Product.
When a defect or non-conformity in a Product has been remedied, a new Warranty Period shall begin. In addition, the Warranty Period shall be extended for other Products by a period equal to the period during which the said Products have been out of operation as a result of the defect or non-conformity of a Product.
If any Product or part thereof fails to meet the foregoing warranties, the Subcontractor shall, without prejudice to other rights of Teleste as set forth hereunder and in addition to paying all costs and damages incurred by Teleste as a consequence of such breach of warranty, within a reasonable time set by Teleste at the Subcontractor’s cost, either (i) replace the defective Product with a non-defective Product or (ii) repair the Product or part in question. If the defective Product that fails to meet the foregoing warranties has been delivered to Teleste’s customer, the Subcontractor shall also cover the related costs for remedying the defective Product, such as costs of dismantling, replacing and installing the related Product(s) or part at such customer and/or in the field. Further, in case of repeated defects in Products that likely are due to the same root cause, the Subcontractor agrees to work with Teleste to assist Teleste in determining the root cause of and developing a plan for remedying that failure and shall offer to inspect, repair and replace as requested by Teleste, at the Subcontractor’s expense, all Products already delivered by the Subcontractor irrespective of the location of the Products and whether the Products have exhibited the defect.
In addition to the above-stated, if the Subcontractor does not fulfil its obligation to replace or to repair the Product(s) in accordance with above, or if, due to the circumstances, replacing or repairing of the Product would cause unreasonable inconvenience to Teleste or Teleste’s customers, Teleste may either a) itself undertake or employ a third party to undertake necessary remedial works and/or have new parts manufactured at the risk and expense of the Subcontractor, or b) claim a pro rata reduction of the purchase price of the Product, or c) terminate the Contract.
The Subcontractor is aware and agrees to that the Products intended for sale to third parties (as part of Teleste products or otherwise) are not examined as to their quality by Teleste before their sale to the customer, and waives the requirement for Teleste to examine the Products or cause them to be examined.
The Subcontractor shall indemnify and hold harmless Teleste Corporation and its subsidiaries and their customers from any claim, damages, loss, liability and expense arising out of or related to breach of warranty.

13 RODUCT LIABILITY

The Subcontractor shall indemnify and hold harmless Teleste Corporation and its subsidiaries and their customers from any claim, damages, loss, liability and expense arising out of or related to product liability. The Subcontractor shall keep Teleste timely informed of all product liability related risks relating to the Products and / or Tools known to the Subcontractor.

14 INTELLECTUAL PROPERTY RIGHTS AND IPR INFRINGEMENTS

All right, title and interest in and to the Products and intellectual property rights arising out of or relating to the Products and the Tools and the drawings thereof shall vest in Teleste and the Subcontractor hereby assigns all such rights to Teleste, including but not limited to the worldwide, perpetual, irrevocable right to freely use, modify, license and further distribute and assign such rights. If any intellectual property rights that are subject to legal protection are created or developed by the parties as a result of collaboration hereunder, such rights shall be exclusively owned by Teleste and may not be exploited by the Subcontractor outside the terms of the Contract without Teleste’s express prior written consent.
The Subcontractor warrants that its design, work, manufacturing processes and the materials purchased by the Subcontractor to manufacture the Products do not infringe any patents or any other intellectual property rights, trade secrets or knowhow of any third party. The Subcontractor shall indemnify, defend and hold harmless Teleste Corporation and its group companies and their customers from any claim, damages, loss, liability and expense arising out of or related to infringement or alleged infringement, direct or indirect, of any patent or other intellectual property right, trade secret or knowhow of a third party arising out of or relating to the sale or use of the Products or otherwise.
The Subcontractor shall at its own expense defend and settle any claim against Teleste Corporation and its group companies and their customers alleging that the use of the Products infringes intellectual property rights of a third party provided that Teleste notifies the Subcontractor of such claim promptly upon receipt of the notice thereof and provide its reasonable assistance with respect to such proceeding or settlement to Subcontractor at Subcontractor’s cost. If the Subcontractor fails to act against such claims or actions, Teleste shall have the right to take appropriate legal action and shall be repaid any and all expenses in so doing.
Notwithstanding the above, the Subcontractor shall have no liability if the infringement is solely attributable to the adherence to specifications provided by Teleste to the extent Subcontractor is not able to comply such specifications without infringing third party intellectual property right and the Subcontractor was not aware and should not have been aware that the compliance by the Subcontractor with such specifications could lead to the infringement.
In addition, promptly upon Teleste’s request in case of an infringement and/or alleged infringement, the Subcontractor shall without inconvenience to Teleste and/or its end-customer: a) obtain for Teleste and/or the end-customer the right to use the Product(s) consistent with this Contract; b) modify the Product(s) in question so that it becomes non infringing provided that as modified the Product(s) in question substantially meet(s) all applicable Product specifications previously agreed by the parties; or c) substitute an equivalent product(s) acceptable to Teleste and extend this indemnity to that equivalent product(s).

15 CONFIDENTIAL INFORMATION

The Products and Tools (including any drawings, technical documents, other specifications and requirements and all other information provided by Teleste in relation thereto) shall be deemed Teleste’s confidential information. Nothing in these General Conditions is intended or shall be construed as a grant of a license or other right to the Subcontractor other than as expressly set forth herein. If any such rights are to be granted to the Subcontractor, such grant shall be expressly set forth in a separate written instrument. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED.

16 FORCE MAJEURE

Neither party shall be liable for failure to duly fulfill its obligations if the failure results from reasons beyond its reasonable control, including, but not limited to fire, lightning, natural catastrophe, general mobilization, import, export or currency restriction or embargo, act (including failure to act) of any governmental authority, port congestion, war, riot, revolution, power failure, failure of telecommunications and general shortage of materials.
The above described circumstances shall constitute force majeure only if their effect on performance of the Contract could not be foreseen at the time of formation of Contract.
The party claiming to be affected by a situation of force majeure shall notify the other party in writing without delay on the intervention as well as on the cessation of such situation.
Regardless of what might otherwise follow from these General Conditions, a party shall be entitled to terminate the Contract by notice in writing to the other, if the other party’s performance of the Contract is suspended under this clause for more than one (1) month.

17 EXPORT AND CUSTOM REGULATIONS

The Subcontractor warrants that supply, use and reshipment of the design and material used by the Subcontractor to manufacture the Products is not against any export regulations. If any of the material used by the Subcontractor is subject to any export regulations, the Subcontractor shall provide Teleste written and detailed information thereof. The Subcontractor shall indemnify Teleste Corporation and its subsidiaries and their customers against any claim, damages, loss, liability and expense arising out of or relating to the Subcontractor’s failure to comply with this clause.
The Subcontractor shall provide promptly and at its cost proof of the Product’s origin, the EU customs classification number of the Product and a unit weight, if requested by Teleste.

18 INSURANCES

The Subcontractor undertakes to have insurances with a reputable insurance company to cover product liability and other liabilities it may incur in connection with the performance of its obligations under the Contract up to a minimum amount of three (3) million Euros. The Subcontractor shall present a certificate of the validity of the insurances upon request by Teleste.

19 ENVIRONMENTAL REQUIREMENTS

The Products must be packaged in an environmentally conscious manner with recyclable material and in a manner that the Products are adequately protected during storage and delivery. The Subcontractor shall comply with the instructions that may be given by Teleste from time to time as regards the packaging.
The Subcontractor shall ensure that none of the Products supplied to Teleste contain any restricted substance defined in EU directive 2011/65/EU and 2015/863/EU (RoHS II and RoHS III directive), nor any restricted chemical defined in EU directive 2006/1907/EC (REACH directive) and that they meet the requirements of said directives, as updated from time to time, and fully comply with them and with other applicable regulatory compliance standards.
The Subcontractor shall indemnify Teleste Corporation and its subsidiaries and their customers against any claim, damages, loss, liability and expense arising out of or relating to the Subcontractor’s failure to comply with this clause.
The Subcontractor agrees to assume full legal responsibility for the proper removal, control, collection, recycling, disposal, and documentation of disposal for end-of-life Products. The disposal must be in accordance with sound environmental principles including, if applicable, any local legislative requirements. If local legislation specifies that such end-of-life obligations (including but not limited to financing) may be allocated to either party depending on the contractual agreement of the parties, this clause should be interpreted as contractually allocating that responsibility to the Subcontractor.

20 SOCIAL RESPONSIBILITIES AND ETHICAL DEALINGS

The Subcontractor, including its supply chain, shall comply with all laws and regulations and international conventions and declarations on forced and child labor, non-discrimination, freedom of association and the right to free negotiations, working environment and terms of employment.
The Subcontractor, including its supply chain, shall strictly comply with all laws and regulations on bribery, corruption, and prohibited business practices. The Subcontractor has not and will not, for the purpose of influencing or inducing anyone to influence decisions in favor of it, offer, promise or make or agree to make, directly or indirectly, any contributions of any kind or any payments or gifts to or for the benefit of any person or his/her family members.
The Subcontractor, including its supply chain, acknowledges Teleste Supplier Code of Conduct and agrees to comply with all of the terms set forth in the Teleste Supplier Code of Conduct, as amended from time to time. The Subcontractor, including its supply chain, acknowledges Teleste’s Anti-Counterfeiting Statement, as amended from time to time, and agrees not to use or otherwise promote counterfeit components in its own business.
The Subcontractor and its suppliers shall adhere to the Electronic Industry Citizenship Coalition (EICC) code of conduct and only source minerals from responsible sources and to provide written evidence of the sources of the minerals promptly upon Teleste’s request.
The Subcontractor shall indemnify Teleste Corporation and its subsidiaries and their customers against any claim, damages, loss, liability and expense arising out of or relating to the Subcontractor’s failure to comply with this clause.

21 TERMINATION OF THE CONTRACT

Notwithstanding the term of the Contract, either party has the right to terminate the Contract in writing forthwith:
a) if the other party enters into liquidation, bankruptcy or administration proceedings or takes or suffers any similar action as a consequence of a debt; or
b) if the other party is in material breach of any of its obligations under the Contract and has failed to remedy such breach within forty-five (45) days after having received written notice thereof.
Teleste shall have the right to terminate the Contract for convenience with six (6) months prior written notice.
If the Contract is terminated, a party is obliged to return to the other party all confidential information and material originally supplied by the other party.
Any terms and conditions that by their nature or otherwise reasonably should survive an expiry or a termination of the Contract shall also be deemed to survive.

22 AUDITS

Teleste and/or Teleste’s customer (or third party auditor as appointed by Teleste) is entitled, during the entire term of the Contract and 3 years thereafter, to carry out or have carried out an audit at the Subcontractor’s and its subcontractors’ premises, of the Subcontractor’s performance and compliance with the Subcontractor’s obligations under the Contract. The Subcontractor shall fully cooperate with any such audit. The auditor shall conduct its work with due care, adhering to professional audit standards.
Teleste shall bear its own and external auditors costs for such audits, unless the audit reveals a significant breach of the Contract by the Subcontractor, in which case the Subcontractor shall bear all costs for the audit. The Subcontractor shall always bear its own costs for the audit.

23 MISCELLANEOUS

If any provision of these General Conditions is declared void or unenforceable, this shall not nullify the remaining provisions of these General Conditions, which shall remain in full force and effect. The void and unenforceable provision shall be deemed to be automatically amended and replaced without necessity of further action by such a provision as to form, substance, time, measure and jurisdiction shall come as close as possible to the void or unenforceable provision. Teleste may assign any of its rights or obligations without the prior written consent of the Subcontractor to an affiliate that assumes the business operations relating to the Products. Without a written consent of Teleste the Subcontractor is not entitled to transfer the Contract to a third party.
Teleste may use subcontractors for the performance of its rights without the Subcontractor’s consent. The Subcontractor may use subcontractors for the performance of its obligations only subject to Teleste’s prior written consent in Teleste’s discretion after receiving from the Subcontractor the proposed list of its subcontractors, and notwithstanding such consent, the Subcontractor shall be fully liable for any acts or omissions of a subcontractor. For clarity, any new subcontractor and/or change to the accepted subcontractor(s) of the Subcontractor require Teleste’s prior written consent.
The Subcontractor has no right to use Teleste as a reference or use Teleste’s name for any marketing purposes without Teleste’s prior written approval.

24 GOVERNING LAW, SETTLEMENT OF DISPUTES

These General Conditions as well as all quotations, order confirmations and the Contract shall be construed under, governed by and interpreted in accordance with the laws of Finland without a reference to the conflict of laws regulations thereof. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to these General Terms or the supply relationship.
Any dispute, controversy or claim arising out of or relating to any of the above or to the validity, breach or termination of Contract shall be TSC v 1.6 20190812 finally settled by arbitration in Helsinki, Finland, by a sole arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall be conducted in the English language. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a juridical acceptance of the award and an order of enforcement, as the case may be.
Notwithstanding the foregoing, Teleste may file an action in any competent court at any time for the purpose of seeking protection or return of its confidential information or injunctive relief against any infringement of intellectual property.