These General Terms and Conditions of Sale (the “GTCS”) govern all sales and offers for sale of Products (the “Products”) marketed by IWASE COSFA EUROPE SAS, a simplified joint-stock company with capital of € 500,000 registered with the RCS of Nanterre under the number 809 727 142, with registered office at 105, rue Anatole France 92300 Levallois Perret. (“IWASE COSFA EUROPE”), any order for Products from a customer of IWASE COSFA EUROPE (the “Buyer”), and more generally all commercial relations between the Buyer and IWASE COSFA EUROPE. IWASE COSFA EUROPE and the Purchaser are hereinafter referred to together as the “Parties” or individually as a “Party”.

These GTCS constitute the basis of the commercial relationship between the Parties in accordance with the provisions of Article L.441-6 of the Commercial Code and apply without conditions or reservations to all sales concluded between the Parties. In accordance with the regulations in force, they are systematically communicated to any Buyer who requests them to enable him to place an order with IWASE COSFA EUROPE.

IWASE COSFA EUROPE reserves the right to modify these GTCS at any time subject to informing the Buyer (to whom these GTCS have been communicated at his express request) in advance. These general conditions of sale apply regardless of the Buyer’s general conditions of purchase. Any deviation from these GTCS can only be considered accepted if it has been the subject of a written agreement from IWASE COSFA EUROPE.

The information given in particular in the catalogs, notices and scales are given for information only, IWASE COSFA EUROPE may be required to modify them at any time and without notice due to changes in technique or economic conditions and do not shall prevail over these in the event of contradiction between these GTCS and any other document concerned. IWASE COSFA EUROPE reserves the right to transfer to a third party the rights and obligations resulting for it from this contract.

Any order for Products implies the Buyer’s irrevocable and unreserved acceptance of these GTCS. They prevail over any other document binding IWASE COSFA EUROPE to the Buyer (in particular over any general conditions of purchase or order form).

An order is understood to mean any written order from the Buyer relating to the Products. In the event of a dispute, it is up to the Buyer to prove the existence and the date of placing his order. Oral commitments are only considered valid by IWASE COSFA EUROPE after written confirmation. No order for Products will be taken into consideration if it has not been placed on the Buyer’s letterhead, by email or by fax bearing his references. Orders are firm and final upon receipt by IWASE COSFA EUROPE. The benefit of the order is personal to the Buyer and cannot be transferred without the express consent of IWASE COSFA EUROPE.

For the sale contract to be formed, all orders must be accepted in writing by IWASE COSFA EUROPE. An order will nevertheless be deemed to have been accepted in the absence of a written refusal by IWASE COSFA EUROPE within ten (10) working days following the placing of the order or in the event of delivery. If an order presents, according to IWASE COSFA EUROPE, an abnormal character and in particular an excessive financial risk or comes from a Buyer who has not fulfilled all his obligations resulting from previous business, or who has manifested in respect of IWASE COSFA EUROPE unfair behavior or behavior contrary to commercial practice, IWASE COSFA EUROPE reserves the right to refuse it or, at its discretion, to subject its acceptance to the application of specific conditions that IWASE COSFA EUROPE would consider appropriate to the situation.

Unless otherwise expressly provided in writing, IWASE COSFA EUROPE reserves the right to revoke the acceptance of an order in the event of a change in the regulations (which were in force on the day of acceptance of the order) affecting the conditions execution of the order such as in particular – without this list being exhaustive – a modification of exchange rates, internal or external taxes such as levies, compensatory amounts, equalization taxes, customs duties, movable or anti-dumping elements, etc. ), as well as in the event of modification of French or foreign customs regimes.
No sale that has been accepted by IWASE COSFA EUROPE (written or tacit) may be canceled by the Buyer, this one  having no right of withdrawal. If the Buyer were to proceed with a cancellation, the price would remain entirely due to IWASE COSFA EUROPE, which reserves the right to request in addition the award of damages.

The Buyer nevertheless has a right of withdrawal of fourteen (14) days  when the order is made outside the establishment provided that the object of this order does not fall within the scope of the main activity of the Buyer and the number of employees employed by it is less than or equal to five.

Prices are net and exclusive of tax. They include transport, possible customs fees and insurance according to the Incoterm and the minimum order quantity defined in the tariff offer. The prices given orally are only indicative and the company IWASE COSFA EUROPE is only firmly committed for those having been the subject of a written confirmation. These prices are firm and not revisable during their period of validity.

No discount or reduction is granted in the event of early payment.

Special pricing conditions may be applied depending on the specificities requested by the Purchaser concerning, in particular, the delivery terms and conditions, or the payment terms and conditions. A specific commercial offer will then be sent to the Buyer by the Supplier.

IWASE COSFA EUROPE reserves the right to unilaterally modify the prices of the Products at any time, any price modification being immediately applicable, subject to informing the Buyer in advance.

No cancellation and or modification of the order by the Buyer after its acceptance by IWASE COSFA EUROPE will be accepted. In the event of cancellation for reasons of force majeure, any deposit or early payment will automatically be acquired by IWASE COSFA EUROPE and may not give rise to any refund.

IWASE COSFA EUROPE and / or its suppliers may, subject to the regulations in force, make any modifications to the Products that is deemed useful or necessary.
In the event that the purchaser considers as substantial any specification or any element relating to the Products, he must obtain written and signed confirmation of acceptance of said element for the order – at the latest on the date of signature of the purchase order – by a duly authorized representative of IWASE COSFA EUROPE.
The Purchaser is solely responsible for the management of the expiration dates of the Products and may in no case be turned against IWASE COSFA EUROPE on any basis and for any reason or time whatsoever due to the management of the expiration dates of the Products. .

In the event that the products are not sold under the DDP / DDU Incoterm, the Buyer acknowledges that it is the carrier designated by the Buyer who is responsible for making the delivery, IWASE COSFA EUROPE being deemed to have fulfilled its obligation to deliver once the Products ordered have been delivered to the carrier who accepted them unreservedly. The Purchaser therefore has no recourse in guarantee against IWASE COSFA EUROPE in the event of failure to deliver the Products ordered or any damage occurring during transport or unloading.

The delivery times communicated to the Buyer are only given by IWASE COSFA EUROPE as an indication and are not formal. IWASE COSFA EUROPE will make its best efforts to comply with them, subject to the Buyer’s compliance with the terms of payment and in general with his obligations under these GTCS. Delay in delivery times cannot give rise to: cancellation of the order, penalties, indemnities, damages, return of sums paid, refusal of receipt of Products, resolution of orders in progress or non-payment of sums due to IWASE COSFA EUROPE by the Buyer. The delivery time agreed between the parties will be automatically suspended by any event beyond the control of IWASE COSFA EUROPE and having as a consequence to delay the delivery (such as production stoppages, shortage of equipment, raw materials or workforce, the non-timely supply of materials and parts ordered from our suppliers, restriction of import licenses, customs controls, etc.), and are all cases of force majeure which authorize the suspension and / or a delay in the execution of the order. IWASE COSFA EUROPE will keep the Purchaser informed of the cases and events listed above as soon as they occur.

If the Purchaser refuses to take delivery of an order, IWASE COSFA EUROPE is entitled to place and keep the Products in a warehouse of IWASE COSFA EUROPE’s choice at the expense of the Purchaser, and to claim reimbursement of the related costs. which are payable immediately upon receipt of the invoice. If, within a maximum period of one week after the date of availability, the Buyer refuses to accept the delivery, IWASE COSFA EUROPE is entitled to terminate the contract and / or to resell the Products and claim from the Purchaser the difference between the price invoiced to the Purchaser and the resale price of the Products, as well as all costs relating to the storage, conservation, transport of the Products and termination by the Purchaser , without prejudice to any action for compensation that IWASE COSFA EUROPE may bring.

All our sales are understood to be the weight and quality mentioned on the specification sheet, consequently, in the event of damage or lack of weight or packaging on arrival of the delivery, it is the recipient’s responsibility to make reservations directly to the carrier and to confirm them by registered letter with acknowledgment of receipt within forty-eight hours of the date of receipt.

IWASE COSFA EUROPE will be entitled to suspend the execution of the order in the following cases:
– Failure to comply with the terms of payment by the Buyer, failure of the Buyer to provide information in a timely manner.
– Force majeure (Article 1218 of the Civil Code), natural disaster or any fortuitous event not attributable to IWASE COSFA EUROPE, the following are particularly considered as such in the relations between the parties: total or partial strikes by the personnel of the seller’s company or any other company to which our orders, total or partial interruptions of transport, lock-outs, epidemics, expired raw or auxiliary materials, impediments resulting from the provisions of the authority on rationing at the energy, import, load or internal economic regulation, fires, floods, riots, etc. whether that can be expected or not.

Delivery is deemed to comply with the Buyer’s order when the difference between the quantity of goods ordered and the quantity of goods delivered is less than or equal to 1.5%. If no specification is proposed by the Buyer in his order and accepted by IWASE COSFA EUROPE, the characteristics of the Products sold are those which appear in the specifications of IWASE COSFA EUROPE.

All our sales are understood to be the weight and quality mentioned on the specification sheet.

It is the Buyer’s responsibility to check the Products received and to control their quantity and quality according to the Product specifications.
All complaints relating to a defect in the Products or an inaccuracy in quantity or reference must be made in a writing to IWASE COSFA EUROPE within two (2) working days of receipt of the Products. In the absence of a complaint within the agreed timeframe, the delivery will constitute an acceptance of the product.

In the event of a problem related to the quality of the Products, the Products may be returned to IWASE COSFA EUROPE, when the conditions below are met:
– Confirm the complaint by registered letter with acknowledgment of receipt to IWASE COSFA EUROPE within five (5) working days of delivery,
– The Buyer must indicate the precise reason for the return
– The buyer must comply with the procedure described in the “GUARANTEE” article below
– The return must be made to the address designated by IWASE COSFA EUROPE in the original packaging, complete and in perfect condition, at the expense of the Buyer.
– The Product must not have suffered any deterioration for any reason whatsoever (such as in particular during storage and control operations, the Product must not have suffered any transformation after delivery)

Even in the event of a complaint recognized by IWASE COSFA EUROPE as being justified for lack of specifications, the Products cannot be taken back without the prior agreement of IWASE COSFA EUROPE. In the event of a claim recognized as justified by IWASE COSFA EUROPE, a credit note corresponding to the total price of the offending Product or a Product replacement will be set up. Credit notes cannot be used as a pretext for refusing payment of a previous invoice.

Complaints and / or returns that do not comply with the procedure described above will be penalized by the definitive loss for the Buyer of the down payments he has paid. The claim made by the Purchaser under the conditions and in accordance with the procedures described in these GTCS does not suspend the Purchaser’s obligation to pay for the Products concerned.

The Product sold is deemed to comply with the specifications communicated to the Purchaser. The technical characteristics of the Product are mainly intended to inform the Buyer and should not be considered complete. The Product is guaranteed for a specific duration, within the limits set out below. This warranty excludes the warranty against hidden defects, except for defects of which IWASE COSFA EUROPE would have been aware.

The warranty is limited to the replacement or reimbursement of the product recognized as defective by IWASE COSFA EUROPE, excluding any other service or any compensation whatsoever. To be admissible, any complaint must be formulated in writing and precisely define the defects in question. The Purchaser must allow IWASE COSFA EUROPE (or at the request of IWASE COSFA EUROPE to its supplier or to any agent expressly authorized by IWASE COSFA EUROPE) any facility to establish the defects and to remedy them. IWASE COSFA EUROPE will not respond to a claim by the Purchaser on all or part of the Products, for any reason whatsoever, if the merits of this claim are not expressly recognized in writing by IWASE COSFA EUROPE. A complaint by the Purchaser does not authorize him in any way to suspend or defer payments.

IWASE COSFA EUROPE cannot guarantee the suitability of the Products for a use other than cosmetic or a use that IWASE COSFA EUROPE [or its supplier] advises and which appears, where applicable, on the safety data sheet, and IWASE COSFA EUROPE cannot therefore be held responsible for the consequences of an incorrect use or a use that is not in accordance with the prudence and customary practice. Unless expressly stipulated and confirmed in writing by IWASE COSFA EUROPE, as specified in these GTCS, the Buyer must therefore ensure himself of the compatibility of the Product with the use he wishes to make of it. In this regard, the Purchaser has the obligation to comply with all the specific measures to ensure the protection of the regulations, health, safety and / or the environment appearing, if applicable, in the safety data sheet and / or any accompanying instructions.

The Purchaser shall determine under his responsibility the conditions of use and safety of our Products and shall remain solely responsible for their damaging consequences. IWASE COSFA EUROPE disclaims all liability and the Buyer waives any recourse against it if an accident or direct or indirect damage is caused as a result of misuse of the Product sold. IWASE COSFA EUROPE does not guarantee the incorrect and improper use or unsuitable storage conditions. Any warranty is therefore excluded in the event of misuse, negligence or lack of maintenance on the part of the Purchaser, such as in the event of normal wear and tear of the goods or force majeure.

In the event of non-performance or total or partial violation by IWASE COSFA EUROPE of its obligations under the terms of these GTCS, the liability of IWASE COSFA EUROPE will be limited to the sole damage and / or direct damage for which it is solely responsible, to the exclusion, in particular and without this list being exhaustive: loss of profit and operating losses, loss of use, so-called damage to image, withdrawal of the Product present on the market, increased costs and expenses, including costs or the payment of damages suffered by the Buyer as a result of such non-performance or violation. This clause shall not preclude the questioning of the liability of IWASE COSFA EUROPE for fault in the event of proven bodily injury for which IWASE COSFA EUROPE would be solely responsible.

IWASE COSFA EUROPE can not be held responsible for any damage including loss of production or loss of profit that may result from the non-compliance by the Purchaser with the legislation in force regulating the Products, poor adaptation or for any defective use of the Product or for any other cause whatsoever.

The Buyer undertakes to indemnify, hold harmless from and hold IWASE COSFA EUROPE harmless from any action, claim and / or liability concerning any claim, cost or damage resulting in particular from abnormal, improper or non-compliant use of the Products, any violation of these GTCS or any fault, negligence or omission of the Purchaser, including in particular but not limited to, the storage of the Products in inappropriate conditions, the use of the Products in conditions or for purposes other than those for which they are intended for.

In the absence of opening a customer account, any delivery will be subject to cash payment upon collection of the Products or will be made against reimbursement. To open a customer account, the Purchaser must provide IWASE COSFA EUROPE with the account opening file completed and signed by a person authorized to bind the Purchaser, accompanied by a Bank Identity Statement (RIB ) of the settlement bank.

The payment conditions indicated on the price offers or acknowledgments of receipt of order issued by IWASE COSFA EUROPE are solely valid and the payment period may not in any case be greater than 45 days end of month or 60 days from the date of payment, date of issue of the invoice, in accordance with the provisions of article L441-10 of the French Commercial Code. Acceptance by IWASE COSFA EUROPE of different payment terms cannot derogate from the other clauses of these general conditions of sale, in particular the jurisdiction clause and the retention of title clause.
No discount will be granted in the event of payment before the due date.

After allocation of a loan, in the event of a deterioration in the Buyer’s financial situation, evidenced by its accounting and financial documents or by any other means tangibly demonstrating this deterioration, IWASE COSFA EUROPE reserves the right to require advance payment or cash payment or payment guarantees for pending or future orders. IWASE COSFA EUROPE may, if it sees fit, in the event of an incident or late payment, suspend or cancel pending or future orders, despite any prior agreement to the contrary and without prejudice to any other remedy.

Payment is deemed to have been made when IWASE COSFA EUROPE has full and irrevocable availability of funds. Thus, the delivery of a check does not constitute payment within the meaning of these GTCS, only its actual and final collection into the IWASE COSFA EUROPE account will be worth payment. In the event of partial shipment, invoices are payable as and when deliveries are made without waiting for the order to be fully satisfied.

Failure to pay a single invoice by the due date, including in the case of partial deliveries, will automatically and without prior notice result in the following consequences:
– The immediate payability of the sums remaining due and / or invoices not yet due on the said due date, with application of a late payment penalty equal to 10%., and the payment of a lump sum indemnity for recovery costs. ” an amount of € 40 (Article L441-10 II of the French Commercial Code)
– The liability, as a penalty clause, of a lump sum compensation equal to 15% of the sums remaining due by the Buyer under this contract on the date on which the default is noted, with a minimum of € 150.
– Payment of all bank and protest charges as well as stamps for drafts issued where bills were not honored.
– The right for IWASE COSFA EUROPE to suspend or cancel without compensation the performance of contracts, orders in progress or contracts in progress if it sees fit without prejudice to all other remedies. The payment of all costs and fees for the intervention of a lawyer, a bailiff or collection company and any legal costs incurred for the recovery of the sums due will be charged to the Buyer without his being able to oppose it.

Failure to pay a due date entails the enforceability of the entire debt, eight (8) working days after sending a formal notice by registered letter with acknowledgment of receipt. In addition, the bank charges or agios that IWASE COSFA EUROPE would have to bear as a result of the postponement of the deadline may be passed on to the Buyer.

IWASE COSFA EUROPE also reserves the right to claim, on simple request, the reimbursement of the costs and disbursements of recovery that it would be required to expose in the event of recovery of the price by judicial means or by any other means, which costs and disbursements will be immediately payable for the amount greater than the flat-rate compensation for recovery costs.

IWASE COSFA EUROPE may also automatically and without formality suspend the execution of orders in progress, proceed to any compensation measure with any remaining sums due to the Purchaser, require payment in cash when ordering and / or the constitution of guarantees. The refusal to comply with them authorizes IWASE COSFA EUROPE to cancel all or part of the orders in progress, without penalty of any kind for the Buyer, and to consider the surplus of the order or the following orders as being automatically terminated, without the need for formal notice and without prejudice to his rights to compensation.

In the event of death, protest, dissolution of company, transfer or cessation of trade, cessation of payment by the Buyer, IWASE COSFA EUROPE reserves the right to terminate the performance of contracts, orders or contracts in progress with or without damage and interest for his benefit. The delivered goods become unavailable, the Buyer will not be able to transform or resell them, any prior authorization automatically ceases to apply.

In the event of force majeure or fortuitous event, IWASE COSFA EUROPE will notify the Purchaser with a writing, in particular by email, as soon as possible of the occurrence of the force majeure event or fortuitous event, all obligations of IWASE COSFA EUROPE resulting from the contract binding IWASE COSFA EUROPE to the Purchaser being then automatically suspended (without compensation for the Purchaser), from the date of occurrence of the event.

If the event were to last more than thirty (30) calendar days from the date of its occurrence, the sales contract concluded between IWASE COSFA EUROPE and the Buyer may be unilaterally terminated by IWASE COSFA EUROPE by any written means, without the Purchaser being able to claim the award of damages or any other form of compensation or penalty for any reason whatsoever.

In particular, the following are assimilated to cases of force majeure / fortuitous events: strikes, including strikes by all or part of the staff of IWASE COSFA EUROPE or of its suppliers, carriers or other usual agents, fire , flood, war, production stoppages due to fortuitous breakdowns, the impossibility of being supplied, the shortage of raw materials, epidemics, embargoes or any other event beyond the control of IWASE COSFA EUROPE resulting in partial or total failure of IWASE COSFA EUROPE, its suppliers and / or subcontractors.

In the event of a dispute, the parties will seek an amicable settlement. In the absence of such an amicable settlement within the month of the dispute start, of an express agreement, and notwithstanding any stipulation to the contrary of any other act liable to apply to or to bind the Parties, French law shall be the only one applicable and it is attributed exclusive jurisdiction to the Commercial Court of Nanterre, regardless of the place of delivery, and the method of payment, even in the event of summary proceedings, incidental demand, guarantee appeal or multiple defendants, The issue and the acceptance of bills of exchange does not constitute novation or derogation from this attribution of jurisdiction. In the event that the Purchaser is sued by third parties before another court, he immediately waives calling IWASE COSFA EUROPE as a guarantee before any court other than the Commercial Court of Nanterre.

Any question relating to this document, notably concerning its interpretation, validity, enforceability, prevalence, execution and termination, as well as the sales it governs, is subject to French law. It is the Buyer’s sole responsibility to ensure that the resale of the Product does not violate the rules or standards of other countries of destination.

These general conditions of sale are established in the French language. Only this version will prevail in the event of a dispute.

By express agreement, the Products supplied will remain the property of IWASE COSFA EUROPE until the last day of full payment of the deemed invoiced price made as soon as IWASE COSFA EUROPE has full availability of funds, applicable VAT (value added tax) and all accessories related, such as late payment interest due. In the absence of payment by the Purchaser of all or part of the price, IWASE COSFA EUROPE reserves the right to request the total or partial return of the Products delivered, even if they are in the hands of a sub-purchaser or have been transformed or incorporated into other goods. If the Buyer is the subject of reorganization or compulsory liquidation, IWASE COSFA EUROPE reserves the right to claim in the context of collective proceedings, the goods sold and remained unpaid.

In the event that the Products (and / or their packaging) have disappeared completely or partially, or are altered in their quality, damaged, reduced in their quantity at the time of the request for repossession by IWASE COSFA EUROPE or before between the request for restitution and the effective restitution to IWASE COSFA EUROPE, IWASE COSFA EUROPE reserves the right to request compensation.

Notwithstanding the foregoing provisions, the transfer of risk occurs when the Products are handed over by IWASE COSFA EUROPE to the carrier. The responsibility of IWASE COSFA EUROPE can therefore in no case be called into question for facts occurring during transport and / or unloading, such as destruction, damage, loss or theft, even if IWASE COSFA EUROPE has chosen the carrier. .

The Purchaser undertakes to respect all the intellectual property rights of IWASE COSFA EUROPE and of its suppliers of which he declares to be perfectly aware and to use them only for what is strictly necessary and essential for the execution of the contract and for the duration of the contract.

The Buyer is not, in particular because of the placing and / or receipt of an order, the holder of any intellectual property right relating to the Products, photos, media and / or technical documentation, delivered directly or indirectly by IWASE COSFA. EUROPE to the Buyer.

The Purchaser may not under any circumstances and for any reason whatsoever modify the intellectual property rights relating to the Products, photos, media and / or technical documentation, delivered directly or indirectly by IWASE COSFA EUROPE to the Purchaser, nor request or obtain no legal protection for any element of any nature whatsoever in relation to the Products, photos, media and / or technical documentation, delivered directly or indirectly by IWASE COSFA EUROPE to the Buyer, and in particular to obtain a license or grant sub -license in relation to the Products without the prior and express agreement of a duly authorized representative of IWASE COSFA EUROPE.

The Purchaser undertakes to inform IWASE COSFA EUROPE immediately of any action or claim by third parties (proven or threatening) of which he becomes aware concerning the intellectual property rights relating to the Products, photos, media and / or technical documentation, delivered directly or indirectly by IWASE COSFA EUROPE to the Buyer and / or any infringement by third parties of the intellectual property rights relating to the Products, photos, media and / or technical documentation delivered directly or indirectly by IWASE COSFA EUROPE to the Buyer , and to provide, at its exclusive costs, its assistance in legal actions which may be initiated against the authors or accomplices of these attacks at the request of IWASE COSFA EUROPE.

The Purchaser undertakes to cease the use of the intellectual property rights relating to the Products, photos, media and / or technical documentation, delivered directly or indirectly by IWASE COSFA EUROPE to the Purchaser at the end of the contract binding him to IWASE COSFA EUROPE and at any time, during the contract, at the request of IWASE COSFA EUROPE if IWASE COSFA EUROPE considers that these are likely to infringe the intellectual property rights or other rights of third parties.

The use by the Purchaser of any other brand belonging to IWASE COSFA EUROPE is strictly limited to the designation of achievements implementing exclusively and in full IWASE COSFA EUROPE Products. This restriction applies to all written or oral communication. Any misuse will be prosecuted.

The fact that IWASE COSFA EUROPE does not comply with any of the obligations imposed on it cannot result in the immediate termination of any relationship by the Purchaser who would for example terminate orders in progress and / or upon termination of sales of Products already delivered.
The fact that IWASE COSFA EUROPE does not avail itself at a given time of any of the clauses of these GTCS cannot be interpreted as a waiver of the right to avail itself subsequently of this same stipulation or any other and remains without impact on the validity of other clauses.

The Purchaser undertakes in the exercise of his activity to comply with the utmost rigor with the laws and other texts applicable in France and in the European Economic Area. If any of the paragraphs or clauses of these GTCS are found to be null or unenforceable, the rest of these GTCS will remain in force.

These GTCS are available for free access on the IWASE COSFA EUROPE website and are given to the Buyer during price offers and upon validation of orders, the Buyer is considered to have full knowledge and understanding thereof. The Buyer therefore waives the right to rely on any contradictory document and in particular his own general conditions of purchase.

The Buyer agrees not to make any unauthorized disclosure of confidential information relating to the Products or services provided by the Seller or the Contract. Confidential information means all technical, commercial or other information of any kind, written or oral, except information which is or will be known to the public or which has been or will be made public to the public, any other way than through a violation by the Buyer of its confidentiality agreement. Buyer must ensure that its employees do not disclose confidential information to third parties. The Purchaser must ensure that the employees who may have access to confidential information undertake to preserve such confidential information to the same extent as the Purchaser, in accordance with this confidentiality commitment.