3.4 During the term of the Framework Agreement, Supplier undertakes to supply and deliver and Operating Company undertakes to purchase and accept the quantities or volumes of Goods as stated in the Framework Agreement to the extent that these volumes are in line with the volume forecasts as provided by Operating Company to HGP.
3.5 The price for Goods set out in the purchase order that Operating Company pays to Supplier will be the price listed in or calculated in accordance with the Framework Agreement. Invoicing in respect of and payment for the Goods shall take place in accordance with the Framework Agreement.
3.6 HGP shall be remunerated by the Operating Company for HGP’s activities with an arm’s length buying commission (“Buying Commission”) as set out in Appendix E. HGP will invoice Operating Company on a monthly or quarterly basis. The invoice will be in Euro. Parties agree to meet regularly to review the Buying Commission and amend Appendix E as appropriate.
Article 1 CLAIMS MANAGEMENT AND ESCALATION PROCEDURE
4.1 Parties agree that any claim the Operating Company has or may have against Supplier shall be processed in accordance with Article 3.4 of Appendix B and the Escalation Guideline and Claims Management Guidelines as set out in Appendix F.
(b) Securities Law Compliance. The Investor has been advised that the Notes , the Warrants and the underlying securities (together, the “Securities”) have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Investor is aware that the Company is under no obligation to effect any such registration with respect to the Securities or to file for or comply with any exemption from registration. Such Investor has not been formed solely for the purpose of making this investment and is purchasing the Notes or Warrants to be acquired by such Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing such Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.