1.1 Definitions:

(a) Business Day means a day (other than a Saturday, Sunday or bank or public holiday in Hesse, Germany) when banks in Frankfurt am Main are open for business.
(b) Contract means the contract between NBA and the Customer for the sale and purchase of the Goods in accordance with these Terms.
(c) Customer means the person or firm who purchases the Goods from NBA (but expressly excludes consumers (as defined in § 13 BGB)).
(d) Data Protection Legislation means all applicable laws and regulations relating to data protection and privacy, including Regulation (EU) 2016/679 (General Data Protection Regulation), the German Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG), and any other applicable German or European data protection and privacy laws, each as amended or replaced from time to time.
(e) Delivery Location means the location set out in the Order Confirmation or such other location as the parties may agree from time to time in writing.
(f) Force Majeure Event means an event, circumstance or cause beyond a party's reasonable control including without limitation acts of God, flood, storm, drought, earthquake or other natural disaster; disease, virus, epidemic or pandemic (including without limitation Covid-19 and any potential mutation or variant of it and any subsequent similar outbreak); terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; interruption or failure of utility service including without limitation to electric power, gas, water, internet or telephone service; and in the case of NBA, any consequence arising as a result of or in connection with Brexit (including, for example, compliance with a law or governmental order, rule, regulation or direction and/or action taken by a government or public authority, including without limitation imposing an embargo, export or import restriction, quota or other restriction or prohibition, or the failure to grant any necessary licence or consent).
(g) Goods means the goods (or any part of them) set out in the Order Confirmation.
(h) Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
(i) Order means the Customer’s order for the Goods through the Website submitted in accordance with these Terms.
(j) Order Acknowledgement has the meaning given to it in clause 3.3.
(k) Order Confirmation has the meaning given to it in clause 3.4.
(l) Specification means any description or specification of the Goods included on the Website.
(m) Website means the website operated and/or controlled by NBA, being https://glitterbels-europe.com/ (as updated from time to time).

1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) The phrase personal data shall have the meaning given to it in the Data Protection Legislation.
(d) A reference to writing or written includes email (except as otherwise set out in these Terms) but not fax.
(e) References to clauses are to the clauses of these Terms.

2.1 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 Individual agreements made with the Customer in a particular case, including any framework supply agreement, quality assurance agreement or specific terms set out in the Order Confirmation, shall prevail over these Conditions.

2.3 Any terms and conditions of the Customer which deviate from, conflict with or supplement these Conditions shall not become part of the Contract unless NBA has expressly agreed to their application in writing. This requirement of express written consent shall apply even if NBA performs delivery without expressly objecting to the Customer’s terms and conditions.

2.4 These Conditions shall also apply as a framework agreement to future contracts for the sale and delivery of goods to the same Customer, without NBA having to refer to them again in each individual case, provided that the Customer was made aware of these Conditions before or at the time of conclusion of the first Contract and had a reasonable opportunity to take notice of them.

2.5 Samples, illustrations, descriptions, marketing materials, catalogues, brochures, website information and other product information issued by NBA are intended to provide a general description of the Goods only. They shall form part of the agreed quality of the Goods only to the extent that they are expressly incorporated into the Specification, the Order Confirmation or any other individual agreement between the parties. Public statements by NBA concerning the Goods shall be relevant only to the extent they form part of the agreed Specification or were expressly confirmed by NBA in writing before conclusion of the Contract.

2.6 The Customer acknowledges that all sizes, weights, capacities and dimensions provided in respect of the Goods are approximate only. Although NBA has made every effort to be as accurate as possible, all sizes, weights, capacities and dimensions have a market standard tolerance.

2.7 The packaging of the Goods may vary from that shown on images on the Website.

3.1 Our offerings in the Online Shop are non-binding.

3.2 The Customer should follow the onscreen prompts on the Website to submit an Order. Once the Customer has added selected Goods to the Customer’s shopping cart, the Customer will go through NBA’s checkout process where the Customer will need to enter certain information including their contact details, delivery and billing information. The Customer is solely responsible for ensuring that the terms of the Order are complete and accurate. The Customer is given an opportunity to check and amend any errors before submitting the Order.

3.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms.

3.4 After the Customer submits an Order, the Customer will receive an email and, where selected by the Customer before submitting an Order, an SMS text message from NBA acknowledging that NBA has received the Order (Order Acknowledgment). However, the Order Acknowledgement does not mean that the Order has been accepted. NBA’s acceptance of the Order made by the Customer will take place as described in clause 3.4.

3.5 NBA may accept or reject an Order at its discretion for a period ending at the end of the 5th business day following the day of the Order. The Order shall only be deemed to be accepted when NBA issues a written acceptance of the Order (Order Confirmation) or delivery of the ordered Goods, at which point the Contract shall come into existence.

3.6 The Customer waives any right it might otherwise have to rely on any term endorsed on, delivered with or contained in any documents of the Customer that is inconsistent with these Terms.

3.7 Once an Order has been accepted by NBA, it cannot be cancelled by the Customer except as otherwise expressly set out in these Terms or where the prior written approval of NBA has been obtained in respect of such cancellation.

3.8 If NBA is unable to supply the Customer with any Goods (for any reason), NBA will inform the Customer of this in writing and NBA will not process the Order. If the Customer has already paid for the Goods (in full or in part), NBA will refund, or where the Customer has selected the DivideBuy payment option (see clauses 8.11 and 8.12 below) DivideBuy will refund, to the Customer the sums already paid.

4.1 The Goods are described in the Specification.

4.2 NBA may make changes to the Specification where such changes are required to comply with applicable statutory or regulatory requirements or where they do not materially affect the quality, usability, safety or agreed characteristics of the Goods. NBA shall notify the Customer of any material changes without undue delay.

5.1 Unless expressly agreed otherwise by NBA in writing:

(a) NBA (or its appointed carrier) shall deliver the Goods to the Delivery Location at any time after NBA notifies the Customer that the Goods are ready for delivery; and
(b) delivery is completed on the completion of unloading of the Goods at the Delivery Location.

5.2 The Customer acknowledges and agrees that all Goods are subject to a lead time of at least 10 Business Days. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
5.3 NBA shall not be liable or responsible for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide NBA with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.4 If the Customer fails to accept, or delays accepting, delivery of the Goods (including without limitation where the Customer nor a representative of the Customer are present to accept delivery) then, except where such failure or delay is caused by a Force Majeure Event or NBA's failure to comply with its obligations under the Contract:

(a) the Customer shall be deemed to be in default of acceptance if NBA has duly offered delivery of the Goods and the statutory requirements for default of acceptance are met. In such case, delivery shall be deemed equivalent to acceptance, and the risk in the Goods shall pass to the Customer to the extent permitted by applicable law; and

(b) NBA shall store the Goods until delivery takes place, and may claim reimbursement of all reasonable additional costs and expenses caused by the Customer’s default of acceptance, including storage, insurance and handling costs. NBA may charge a reasonable flat-rate storage fee of EUR [●] per calendar day, beginning on the date on which the Customer enters into default of acceptance. NBA may prove and claim higher damages. The Customer may prove that NBA has suffered no loss or a materially lower loss.

5.5 If 7 days following the due date for delivery of the Goods the Customer has not accepted actual delivery of the Goods, NBA may resell or otherwise dispose of part or all of the Goods and, after deducting all reasonable storage charges and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

5.6 If NBA delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice and NBA shall either account to the Customer for any excess amount paid (to the extent that the quantity of Goods delivered is less than the quantity ordered) or charge the Customer for any shortfall (to the extent that the quantity of Goods delivered is more than the quantity ordered), as the case may be.

5.7 NBA may deliver the Goods by instalments, as far as this is reasonable (“zumutbar”) for the Customer. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment, unless he has no interest in the partial performance.

5.8 Where the Customer is based outside Germany, the Customer shall be responsible (at its own cost and expense) for:
(a) obtaining any necessary import licences, consents or permits necessary for the entry of the Goods into the relevant territory, or their delivery to the Customer and, if required by NBA, the Customer shall make those licences, consents and/or permits available to NBA prior to the delivery of the relevant consignment of the Goods; and
(b) any notification and/or registration requirements relating to the Goods in the relevant territory as stipulated by local laws or regulations.

5.9 Without limiting clause 5.9, the Customer shall (at its own cost and expense) provide to NBA, or (where local laws or regulations require NBA to do so) assist NBA in procuring, any documents necessary under applicable laws and regulations for NBA to export the Goods to the Delivery Location in accordance with such laws and regulations.

6.1 Subject to 12.2, NBA warrants that on delivery of the Goods by NBA the Goods shall:
(a) subject to clauses 2.5 to 2.7 (inclusive), conform in all material respects with the Specification; and
(b) be free from material defects in design, material and workmanship;

6.2 The claim shall become time barred 12 months after delivery (Warranty Period).

6.3 The Customer shall inspect the Goods without undue delay after delivery to the extent feasible in the ordinary course of business. Obvious defects, discrepancies in quantity or type and transport damage shall be notified to NBA in writing without undue delay, and in any event within five Business Days after delivery. Defects which were not apparent upon proper inspection shall be notified to NBA in writing without undue delay after discovery. If the Customer fails to inspect the Goods or to notify defects in accordance with this clause, the Goods shall be deemed approved to the extent provided by applicable law.

6.4 Subject to clause 6.5, if:
(a) the Customer gives notice in writing to NBA during the Warranty Period that some or all of the Goods do not comply with the warranty set out in clause 6.1 (and supplies photographic evidence to support the claim);
(b) NBA is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by NBA) returns such Goods (in their original packaging and properly packed) to NBA's place of business at the Customer's cost,
NBA shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full. Where NBA elects to refund the price of the defective Goods and the Customer has purchased such Goods via the Website using DivideBuy (see clauses 8.12 and 8.13 below), any refund due to the Customer will be made by DivideBuy and will take into consideration amounts already paid by the Customer (if any). However, if the form of remedy chosen by NBA is unreasonable for the Customer in the individual case, the Customer may reject such remedy. NBA’s right to refuse supplementary performance in accordance with applicable law shall remain unaffected.
6.5 Subject to clause 12.2, NBA shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
(a) the Customer fails to notify NBA as set out in clause 6.3;
(b) the defect arises because the Customer failed to follow NBA's oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of NBA following any requirement of the Customer;
(d) if to the extent the Customer alters such Goods without the written consent of NBA;
(e) the defect arises as a result of fair wear and tear, misuse or alteration, wilful damage, negligence, or abnormal storage or working conditions, or any other act by the Customer, its employees, agents or representatives;
(f) the defect arises from natural deterioration of the Goods; or
(g) the Goods differ from the Order Confirmation and the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.6 Except as provided in this clause 6 and subject to clause 12.2, NBA shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

6.7 These Terms shall apply to any replacement Goods supplied by NBA.

7.1 The risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location in accordance with clause 5. Where the Goods are dispatched to the Customer, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass to the Customer upon the Goods being handed over to the carrier, freight forwarder or any other person or entity instructed to carry out the dispatch. Delivery shall be deemed equivalent to acceptance if the Customer is in default of acceptance.

7.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) NBA receiving payment in full in cleared funds for the Goods and any other goods that NBA has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer reselling the Goods.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods in accordance with any written or oral instructions given by NBA and separately from all other goods held by the Customer so that they remain readily identifiable as NBA's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify NBA immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d);
(e) not pledge, charge, assign by way of security or otherwise grant any security interest over the Goods subject to NBA’s retention of title before all secured claims have been paid in full;
(f) notify NBA immediately in writing if an application for the opening of insolvency proceedings is filed or if any third party seeks to access, seize, attach or otherwise enforce against any Goods owned by NBA and
(g) promptly give NBA such information as NBA may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.

7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before NBA receives payment for the Goods. In this case, the following provisions shall apply in addition:
(a) NBA’s retention of title shall extend to the products resulting from any processing, mixing or combination of the Goods to their full value, and NBA shall be deemed to be the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, such third parties’ ownership rights continue to exist, NBA shall acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. In all other respects, the same provisions shall apply to the resulting product as to the Goods delivered subject to retention of title;
(b) the Customer hereby assigns to NBA, by way of security, all claims against third parties arising from the resale of the Goods or the resulting product, or, where NBA has acquired co-ownership pursuant to paragraph (a), claims in the amount corresponding to NBA’s co-ownership share. NBA hereby accepts such assignment. The Customer’s obligations set out in clause 7.3 shall apply accordingly in respect of the assigned claims;
(c) the Customer shall remain authorised to collect the assigned claims in addition to NBA. NBA undertakes not to collect the assigned claims as long as the Customer duly fulfils its payment obligations towards NBA, there is no deficiency in the Customer’s ability to perform, and NBA does not enforce its retention of title by exercising any right under clause 7.5. If any of the foregoing conditions is not met, NBA may require the Customer to disclose the assigned claims and the respective debtors, provide all information required for collection, hand over the relevant documents, and notify the debtors of the assignment. In such case, NBA shall also be entitled to revoke the Customer’s authority to further resell or process the Goods subject to retention of title; and
(d) if the realisable value of the securities granted to NBA exceeds the amount of NBA’s secured claims by more than 10%, NBA shall, upon the Customer’s request, release such securities as NBA may select in the amount of the excess security.

7.5 If the Customer is in default of payment, becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or otherwise materially breaches its obligations under clauses 7.3 or 7.4, NBA may, without prejudice to any other rights or remedies available to it, require the Customer to deliver up all Goods in its possession that are subject to NBA’s retention of title and have not been resold or incorporated into another product.

8.1 The price of the Goods shall be as quoted on the Website at the time the Customer submits the Order. NBA takes all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please refer to clause 8.8 for what happens if NBA discovers an error in the price of Goods ordered by the Customer.

8.2 Prices advertised on the Website include German value added tax (VAT) at the prevailing rate chargeable for the time being, but exclude those charges listed in clause 8.4, which are payable in addition.

8.3 Prices of the Goods may change from time to time, but changes will not affect any Order already placed by the Customer (save as expressly set out in these Terms). However, if the rate of VAT changes after the date the Customer submits the Order, NBA shall adjust the rate of VAT the Customer pays unless the Customer has already paid for the Goods in full before the change in VAT takes effect.

8.4 The price of the Goods excludes the following which shall be payable by the Customer in addition to the price (where applicable):
(a) except for VAT which is included in the price in accordance with clause 8.2, any sale, withholding or other applicable tax, customs, handling, import and/or export duties, tariffs and clearance charges, brokers' fees and where the Customer is based outside of Germany, any other amounts payable in connection with the importation and delivery of the Goods;
(b) the costs and charges of delivering, packaging, loading, unloading, insurance and transport of the Goods (including carriage, shipping and delivery); and
(c) costs incurred by NBA as a result of the Customer failing to accept delivery of the Goods (including where the Customer nor a representative of the Customer are present to accept delivery).

8.5 Where the Customer is based outside of Germany, the Customer shall be solely responsible for the collection, remittance and payment of any or all taxes, charges, duties, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale or other distribution of the Goods (save for income tax to which NBA may be subject).

8.6 In respect of any additional sums payable by the Customer to NBA pursuant to clauses 8.4 and 8.5, NBA shall submit an invoice, which shall be payable by the Customer immediately on receipt.

8.7 Except as otherwise expressly set out in these Terms, all sums payable under the Contract are exclusive of any VAT or any other sales tax or duties which, where applicable, shall be payable by the Customer.

8.8 The Customer acknowledges and agrees that NBA sells a large number of Goods through the Website. As such, it is always possible that, despite NBA’s reasonable efforts, some of the Goods on the Website may be incorrectly priced. NBA normally checks prices as part of its dispatch procedures so that:
(a) where the Goods' correct price is less than the price stated on the Website, NBA will charge the lower amount when dispatching the Goods to the Customer; and
(b) if the Goods' correct price is higher than the price stated on the Website, NBA will contact the Customer before the order is accepted and as soon as possible to inform the Customer of this error and NBA will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Order. NBA will not accept and not process the Customer’s Order until it has the Customer’s instructions. If NBA is unable to contact the Customer using the contact details provided during the Order process, NBA will not accept the Order and will notify the Customer in writing. However, if NBA mistakenly accepts and processes the Customer’s Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, NBA may cancel supply of the Goods and refund the Customer any sums paid.

8.9 NBA accepts payment by debit card, credit card, Apple Pay (iOS only), PayPal and DivideBuy. NBA accepts the following cards: Visa, Mastercard, Maestro and American Express.

8.10 The Customer must pay for the Goods (including all applicable delivery charges and all other sums referred to in these Terms), and NBA will charge the card the Customer has chosen to use to pay for the Goods once the Customer reaches the final billing page and submits their Order. NBA immediately contacts the Customer’s bank or card issuer for authorisation to take payment from the Customer’s account.

8.11 The Customer shall make all payments due to NBA under the Contract in Euro (€).

8.12 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Customer may only set off claims or exercise any right of retention where its counterclaim is undisputed, acknowledged by NBA, finally determined by a competent court or ready for decision or in case such claims arise from the same synallagmatic contractual relationship (“Synallagmatisches Gegenseitigkeitsverhältnis”). NBA may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by NBA to the Customer.

9.1 Without limiting its other rights or remedies, NBA may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days or such longer period as may be reasonable in the circumstances, after receiving written notice from NBA requiring it to do so;
(b) an application for the opening of insolvency proceedings over the assets of the Customer is filed, insolvency proceedings over the assets of the Customer are opened, the opening of such proceedings is rejected for lack of assets, the Customer enters into any insolvency plan or comparable restructuring arrangement with its creditors, or any analogous event occurs in any other jurisdiction;
(c) the Customer suspends or ceases to carry on all or a substantial part of its business, or there are objective indications that such suspension or cessation is imminent; or
(d) there are objective indications that the Customer’s financial position has deteriorated to such an extent that the Customer’s ability to fulfil its obligations under the Contract is materially jeopardised.

9.2 Without limiting its other rights or remedies, NBA may suspend provision and delivery of the Goods under the Contract or any other contract between the Customer and NBA if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or there are reasonable objective grounds to believe that the Customer is about to become subject to any of them, or if the Customer fails to pay any overdue amount under the Contract.

9.3 Without limiting its other rights or remedies, NBA may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any overdue amount within a reasonable grace period specified by NBA in a written reminder, unless such grace period is dispensable under applicable law.

9.4 On termination of the Contract for any reason all payment claims of NBA that have already become due shall remain payable. The Customer shall immediately pay to NBA all outstanding unpaid invoices and any accrued interest.

9.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10.1 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify NBA in writing enclosing a copy of the Recall Notice.

10.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of NBA and only then in strict compliance with NBA’s instructions as to the process of implementing the withdrawal.

11.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and the Website shall remain NBA’s property and nothing in the Contract is intended to pass ownership of such rights to the Customer.

12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in the Contract shall limit or exclude NBA's liability for:
(a) intent, gross negligence, injury to life, body or health;
(b) claims under the German Product Liability Act;
(c) fraud or fraudulent concealment, or any other liability which cannot be excluded or limited under German law.
(d) In cases of slight negligence, NBA shall only be liable for breach of material contractual obligations, being obligations whose fulfilment is essential for the proper performance of the Contract and on whose compliance the Customer may regularly rely, and such liability shall be limited to the foreseeable damage typical for this type of contract.

12.3 This clause 12 shall survive termination of the Contract.

13.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract with immediate effect by giving written notice to the affected party.
13.2 For the avoidance of doubt, a party’s inability to pay shall not constitute a Force Majeure Event under this clause 13.

14.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the Data Protection Legislation. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

14.2 NBA will only use personal data provided to it as set out in its privacy policy (available on the Website under the tab ‘Privacy Policy’).

15.1 Assignment and other dealings.
(a) NBA may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of NBA.

15.2 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential and/or proprietary information concerning the business, affairs, customers, pricing, operations, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs or the terms of the Contract or any other contract between the parties, except as permitted by clause 15.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers or professional advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers or professional advisers to whom it discloses the other party's confidential information comply with this clause 15.2.
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
(iii) to enforce its rights under the respective Order.
(c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15.3 The Customer shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of NBA, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. For the avoidance of doubt, the provisions of this clause 15.3 shall not apply to NBA.

15.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

15.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.7 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be:
(i) in writing;
(ii) addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause; and
(iii) delivered personally, by pre-paid first class post or other next working day delivery service or commercial courier.
(b) A notice shall be deemed to have been received:
(i) if delivered personally, when left at the address referred to in clause 15.7(a);
(ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
(iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
(c) A notice given under the Contract is not valid if sent by email.
(d) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.8 Third party rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.

15.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15.10 Jurisdiction. Each party irrevocably agrees, subject as provided below, the courts of Frankfurt am Main shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Nothing in this clause shall limit the right of NBA to take proceedings or enforcement action against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings or enforcement action in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.