21.1 Severability – If any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless continue in full force and effect. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
21.2 Survival – The provisions of this Agreement that are expressly or implicitly intended to survive termination, shall survive any expiration or termination of this Agreement.
21.3 Amendments – This Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties hereto.
21.4 Waiver – This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such waiver. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.
21.5 Entire Agreement – This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express clauses of this Agreement.
21.6 Notices – Unless explicitly stated otherwise in the Agreement, any notice required to be served by this Agreement shall in first instance be given by electronic mail to the email addresses set out in the Order Form. All notices given by electronic mail, shall only be valid upon confirmation of receipt expressly given by electronic mail by the receiving Party. Any notices can be given in writing and served by personal delivery or registered letter, addressed to either Party at its address given in the Order Form or to such other address as a Party may designate by notice hereunder. All notices shall be deemed to have been given either (i) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address, (ii) if sent by overnight courier, on the next Business Day following the day such notice is delivered to the courier service, or (iii) if sent by registered or certified mail, on the 5th Business Day following the day such mailing is made.
21.7 Publicity – Rombit shall have the right (unless otherwise indicated in the Order Form) to use any trademarks or other marks of the Client (including the Client’s corporate name) for marketing or promotion purposes, such as (but not limited hereto) client references on Rombit’s website and sales presentations.
21.8 Interpretation – In this Agreement (unless the context shall otherwise require or permit): (i) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted; (ii) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; (iii) the headings or captions to the articles are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
21.9 Relationship between the Parties – The relationship between Rombit and the Client is that of independent contractors. Neither Party is agent for the other and neither Party has any authority to make any contracts, whether expressly or by implication, in the name of the other Party, without that Party’s prior written consent for express purposes connected with the performance of this Agreement.
21.10 Force Majeure – Rombit shall not be liable for any delay in performing, or failure to perform, any of its obligations under this Agreement due to a Force Majeure Event.
21.11 Non-Assignment – Client shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Rombit’s prior written consent. Rombit’s consent should be requested by registered letter, disclosing the identity of the prospective transferee. Subject to any restrictions on assignment herein contained, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the Client hereto and his respective heirs, legal representatives, successors and assignees. Rombit can assign or transfer any of its rights or obligations under this Agreement without the Client’s prior written consent.
21.12 Subcontractors – Rombit shall have the right to subcontract part or all of its obligations under the Agreement.
21.13 Language – The Agreement is in the English language only, which language shall be controlling in all respects. Furthermore, all communications and notices made or given pursuant to the Agreement shall be in English.
21.14 Applicable law and jurisdiction – This Agreement shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the competent courts of Antwerp, division Antwerp. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement.