Terms & Conditions
Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY of PETROL INDUSTRIES B.V.
with its registered office and principal place of business in Tilburg,
filed on April 4th 2016 with the Chamber of Commerce under number 18068920.
CLAUSE 1: APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS
- These general terms and conditions of sale and delivery apply to all offers from Petrol Industries B.V. (hereinafter: "Petrol Industries") and the establishment, content and fulfilment of all of the agreements concluded between Petrol Industries and its contracting party (hereinafter: "the other party"). This should clearly also include the development, manufacturing and trade in apparel of the Petrol Industries brand, as well as belts, shoes, bags and accessories of the same Petrol Industries brand, hereinafter referred to as "the products". Petrol Industries has published these general terms and conditions on its Business to Business website b2b.petrolindustries.com.
- In these general terms and conditions the following definition shall apply to the term "the other party": the (legal) person or company form that has concluded or wishes to conclude an agreement with Petrol Industries with reference to these general terms and conditions.
- Stipulations that are different from stipulations defined in these general terms and conditions, or a portion thereof, shall only apply if they are recorded in writing and signed by both parties.
- The other party who has entered into agreements with Petrol Industries in the past is deemed to have agreed tacitly to the applicability of the terms and conditions related to later agreements of Petrol Industries.
- If Petrol Industries uses a non-Dutch version of these general terms and conditions and there are differences between the Dutch version and the non-Dutch version, the Dutch version shall prevail.
- The terms and conditions of the other party are only applicable if it has been expressly accepted by the parties, in writing, that they apply to the agreement between the parties, excluding these general terms and conditions.
- Should the court have determined that one or more provisions from these terms and conditions is/are an unreasonable burden, the relevant provision(s) shall be interpreted in relation to the other provisions contained in this agreement and in such a way that the provision(s) can be reasonably invoked by Petrol Industries with respect to the other party. The fact that the court has determined that one or more provisions from this agreement is/are an unreasonable burden shall be without prejudice to the functioning of the other provisions
- The general terms and conditions can be adjusted. The most recent (adjusted) general terms and conditions, as set out on the B2B website of Petrol Industries, apply between Petrol Industries and the other party.
CLAUSE 2: OFFER AND ACCEPTANCE
- All offers made by Petrol Industries with regard to the products, in whatever form, are non-binding and can be revoked, repealed or amended within seven (7) business days after notification by Petrol Industries of the acceptance of its offer, unless expressly stated otherwise.
- At any time, Petrol Industries may revoke, withdraw or adjust so-called pre-orders, which are orders from the other party, based on samples of products from Petrol Industries. The revocation, withdrawal, or adjustment shall depend on the total number of orders for these products by customers of Petrol Industries up to the moment that Petrol Industries confirms the order to the other party.
- An offer made by Petrol Industries is valid for 15 days subsequent to the date of the offer from Petrol Industries, unless a different validity has been stipulated or the validity has been extended in writing by Petrol Industries before the expiry of the deadline.
- If Petrol Industries has made an offer, an agreement is only concluded between Petrol Industries and the other party if the other party unconditionally accepts the offer made by Petrol Industries, or, when Petrol Industries carries out an order from the other party. Only the offer of Petrol Industries or the invoice from Petrol Industries for the execution of the order is deemed to properly reflect the content of the agreement.
- If no offer is made by Petrol Industries, an agreement shall only be established after a written acceptance or execution of the agreement of the other party by Petrol Industries. Only the written acceptance of the order by Petrol Industries or the invoice from Petrol Industries for the execution of the order is deemed to properly reflect the content of the agreement.
- Omissions occurring in an offer, within the context of an offer of products delivered by Petrol Industries that is not exclusively made to the other party, i.e. information (including general information), shall not be binding upon Petrol Industries.
- If an offer is compiled of various amounts, Petrol Industries is not required to provide a part of the offer for a corresponding part of the price specified in the offer.
- Sending offers and/or (other) documentation does not require Petrol Industries to accept an order. Petrol Industries shall send a notification of non-acceptance to the other party as soon as possible, and in any case within 7 business days.
- Amendments of and/or additions to the agreement are only valid after those amendments and/or additions have been unequivocally agreed to by Petrol Industries and the other party in writing.
- If the other party processes the products or uses them in any other way, this act or these acts shall be deemed as acceptance of the offer of Petrol Industries and thus shall establish the agreement between Petrol Industries and the other party.
CLAUSE 3: (PERFORMANCE OF) THE AGREEMENT
- Petrol Industries shall perform the agreement to the best of its abilities. Petrol Industries shall ensure that its products comply with what was agreed between the parties and with the required standards and qualifications that can be imposed for normal (generally acceptable) use. Petrol Industries itself shall randomly check the products for appearance. Petrol Industries has supplied all of the manufacturers it needs to manufacture its product with instructions for the product in question.
- Nevertheless, the other party needs to realise, and represents and declares to be fully informed, that this matter involves the purchase/sale and delivery of products which may slightly differ in colour, finishing, size (measurement), etc. from (previously) displayed/received samples and products of previous deliveries on the basis of which the other party concluded an agreement with Petrol Industries. The other party shall accept these possible minor differences and does not have the right to cancel and/or dissolve the agreement (in whole or in part) for that reason, and/or to terminate and/or to dissolve the agreement otherwise.
- The other party is bound to store the products (purchased from Petrol Industries) properly and to deliver them to third parties in such a manner that the products, in view of what is set out in this clause, are not hazardous to third parties.
- If considered desirable or necessary for the proper performance of the agreement or the order (delivery of the products), and after consultation with the other party, Petrol Industries is entitled to engage the services of third parties.
- Petrol Industries uses the services of third parties for the transport of the products.
- Samples and/or images from Petrol Industries on websites, in brochures, catalogues, advertisements, etc. only offer an impression and/or indication of the Product and the other party may derive no rights therefrom.
9. The other party is not permitted, without the prior written consent of Petrol Industries, to sell the products supplied by Petrol Industries on its own initiative elsewhere in the country of establishment or abroad, other than in its own store(s) from which the products have been ordered and where the products have subsequently been delivered.
CLAUSE 4: DELIVERY AND RESALE
- Unless agreed otherwise in writing and without prejudice to the provisions elsewhere in this agreement, the delivery of the products within the Netherlands is ex works (Tilburg) and CPT in the case of international transport of the products, as laid down in, and in accordance with, the Incoterms 2010 rules (or a later version). The products to be delivered by Petrol Industries remain at the expense and risk of the other party when the other party fails to accept the products. The other party bears the risks related to the transport of the products, as set out in the Incoterms.
- Petrol Industries is not responsible for the storage of the products. If products are stored, this will remain at the expense and risk of the other party, unless expressly agreed otherwise in writing. Transport or movement of the delivered products on site or at the premises of the other party is not included in the delivery and is at the expense and risk of the other party.
- The other party shall bear all costs resulting from circumstances that Petrol Industries did not reasonably have to take into account when entering into the agreement.
- Petrol Industries is entitled to deliver the products in batches. If Petrol Industries wishes to use this possibility, it has the right to invoice each batch separately.
- The transport of the products to be delivered by Petrol Industries to the other party is at the expense and risk of the other party unless Petrol Industries and the other party have agreed otherwise in writing.
- The products that were delivered by Petrol Industries to the other party may not be resold to third parties by the other party, to the extent that this resale is not to consumers and/or individuals in the other party's own shop. Resale during events such as, but not limited to, street markets, fairs and bazaars is not allowed.
- The other party is not entitled to resell the products delivered by Petrol Industries to third parties, other than an individual, without having obtained prior written consent (letter, fax or email) from Petrol Industries.
CLAUSE 5: DELIVERY TIMES
- The delivery times specified by Petrol Industries are determined to the best of Petrol Industries' knowledge at the time of concluding the agreement and are not an essential part of the agreement. However, Petrol Industries will observe the delivery times as far as possible. Petrol Industries shall not be in default by the mere failure to meet an agreed time limit and merely exceeding a time limit shall not give the other party the right to dissolve the agreement in whole or in part. Time limits are not applicable if they cannot be observed due to circumstances that happened after having concluded the agreement beyond the control of Petrol Industries, including the non-timely or non-delivery of information by the other party.
- Petrol Industries cannot be held responsible for delays caused by transport (both by sea and land) and the manufacturing of the products.
- Should the other party be unable to provide Petrol Industries, in a timely, accurate, sufficient or appropriate manner, with the necessary information/materials and/or constructions and/or provisions and/or obligations under the agreement, this may affect the start and/or duration of the delivery of the products, the costs of which are at the expense and risk of the other party. The additional costs incurred as a result shall be
reimbursed by the other party. The other party shall inform Petrol Industries of all events and circumstances that may be of importance for the proper delivery of the products. This also applies to events and circumstances that become known after the establishment of the agreement.
- The other party is bound to accept the ordered deliverables within the agreed time limits. If no agreements have been made beforehand regarding the time limits of the deliverables, the other party is obliged to purchase the goods at the first request of Petrol Industries. By violating this/these obligation(s), it is immediately in default.
- The delivery term shall be extended by the period during which Petrol Industries was prevented from fulfilling its obligations due to force majeure, subject to the provisions of Clause 15.
CLAUSE 6: PRICE AND PRICE INCREASE
- The prices published by Petrol Industries are exclusive of VAT, other government-imposed taxes and other sums payable to third parties, and exclusive of the costs of import, export, transport, storage and insurance, travel and accommodation, unless specified otherwise in writing. The prices include the cost of packaging and shipping the products, unless specified otherwise in writing.
- The price of the products is listed in euros or, if specified in writing, in another foreign currency. The prices are subject to exchange rate movements.
- The other party shall provide Petrol Industries with a VAT number.
- If Petrol Industries agrees or has agreed to a certain price with the other party, it is nevertheless entitled to a price increase, for example, if a circumstance occurs as described in paragraph 5 of this clause. An adjustment to the agreed prices and rates does not affect the agreement. If the price increase exceeds 10%, the other party is entitled to dissolve the agreement by means of a written (extrajudicial) statement. Termination shall occur immediately after the other party has learned of the price increase.
- If European Union and/or government measures, such as reductions in export subsidies, tax increases, duties, tariffs, etc. and measures related to the composition or delivery of the products lead to an increase in the agreed price, the other party is still bound to pay Petrol Industries the higher price.
- Petrol Industries is entitled to perform so-called credit checks on the other party prior to delivering the products ordered by the other party. If the other party is a new customer of Petrol Industries or an existing customer who 1) placed an order for a significantly higher amount than usual and/or 2) demonstrates a changed (negative) payment behaviour, or Petrol Industries' credit insurer reduces the credit coverage for the other party, Petrol Industries is entitled to suspend the delivery of the products until the other party has provided an additional guarantee for the payment of the products to the satisfaction of Petrol Industries. If the other party refuses to do so, Petrol Industries is entitled to dissolve the agreement with the other party, in whole or in part.
- The currency risk is borne by the other party, in the sense that in the event of a depreciation of the exchange rate of the euro against the US dollar of more than 5% from the time of placing the order up to the delivery of the goods, the price will be increased accordingly.
- Petrol Industries uses recommended retail prices. These recommended retail prices vary by country, depending on shipping costs and selling expenses. Without written permission from Petrol Industries, the other party does not have the right to introduce special offers and/or price reductions as compared to the recommended retail price.
CLAUSE 7: CANCELLATION AND MODIFICATION
- Petrol Industries reserves the right to make minor adjustments in the agreement (as stated in the offer), without this leading to Petrol Industries being liable for compensation and/or without the other party being entitled to cancel the agreement or to have the agreement dissolved. For example, this will be the case if the order proves to be not technically feasible and/or a circumstance occurs as set out in clause 3 paragraph 2 of these terms and conditions.
- The other party shall exclusively have the right to cancel or dissolve the agreement if this is agreed to in writing or if the other party derives this right from mandatory regulations in force. If the other party cancels or dissolves the agreement (legally valid), the other party is required to simultaneously return the delivered products and rights within the framework of the agreement, refrain from exercising the rights granted within the framework of the agreement and reimburse Petrol Industries for the costs associated with establishing and implementing the agreement.
- If a change or addition to the agreed work and/or deliveries leads to additional work and additional deliveries by Petrol Industries, this will continue to be charged to the other party in accordance with the applicable rates. If a change or addition to the agreed work and/or deliveries leads to a reduction of the work or fewer deliveries, this could lead to a reduction in the purchase price. However, Petrol Industries reserves the right to charge the other party the costs which may have been incurred in this connection, as well as the man-hours and equipment that have no other economic use and any loss of profits.
- If, after an agreement has been concluded, the other party wishes to cancel this agreement, 10% of the order price (including VAT) will be charged as cancellation costs, without prejudice to the right of Petrol Industries to claim any supplementary damages from the other party, including loss of profits.
CLAUSE 8: TERMINATION
- Notwithstanding the provisions of the other clauses of these terms and conditions, the other party is considered to be legally in default if it does not fulfil or fulfil properly, or fulfil in a timely fashion, any of its obligations arising from this agreement, as well as, in the case of bankruptcy, a suspension of payments procedure or liquidation, or, if the other party's goods, in whole or in part, or the delivered products held by the other party for Petrol Industries are seized or will be seized and this seizure will not be lifted in the foreseeable future. The other party shall immediately notify Petrol Industries in the event of occurrences as described in this clause. In that case, Petrol Industries has the right, without any notice and without judicial intervention, to suspend or dissolve, in whole or in part, the implementation of the agreement, at the discretion of Petrol Industries, without Petrol Industries being bound to pay any compensation, without prejudice to its right to compensation for any damage resulting from the attributable failure and the suspension or dissolution. In these cases, each claim that Petrol Industries has against the other party is immediately due and payable.
- The provision of the preceding paragraph regarding Petrol Industries' right to dissolve the agreement is not applicable if, due to the special nature or minor importance of the failure, it does not justify dissolution and its consequences.
- Petrol Industries, due to the termination of the agreement and the suspension of the obligations arising from the agreement on account of the events described in the preceding paragraph, is never obliged to pay damages to the other party, without prejudice to its right to compensation of the damage resulting therefrom.
- If the agreement is dissolved, the already received performances and the related payment obligations of the other party pursuant to the agreement shall not be subject to cancellation, unless Petrol Industries is in default with respect to such performance. In connection with the services performed prior to or during the dissolution
of the agreement, amounts billed by Petrol Industries shall be immediately due and payable by the other party after the dissolution.
CLAUSE 9: RETENTION OF TITLE
- As long as Petrol Industries has any obligation towards the other party due to products delivered by the seller, these products remain the property of the seller, including:
- the consideration(s) relating to the delivered or to be delivered goods, including the full payment of the agreed price;
- the consideration(s) relating to the performed or to be performed services by Petrol Industries by virtue of the purchase agreements;
- any claims on account of non-performance by the other party of such agreements.
- Products delivered by Petrol Industries which, by virtue of the preceding paragraph, are subject to retention of title, may only be resold within the framework of normal business operations. However, in the event of bankruptcy or suspension of payments of the other party, the resale of these products within the framework of normal business operations is not allowed.
- If the other party does not fulfil its obligations, or if Petrol Industries reasonably fears that it will not fulfil its obligations, Petrol Industries has the right to repossess the delivered products which, by virtue of the preceding paragraph, are subject to retention of title, from the other party or any third party storing the product for the other party. The other party shall offer its full cooperation under penalty of a fine of 15% of the amount owed to Petrol Industries under the agreement, without prejudice to the right of Petrol Industries to claim the full damage from the other party.
- The other party must mark the products delivered under retention of title as property of Petrol Industries and store them in a proper and careful manner, clearly separated from other products.
- The other party is not entitled to pledge or otherwise encumber the goods delivered under retention of title. The other party shall insure the products delivered under retention of title, and keep them insured, against fire, explosion, water damage and theft. The other party is bound to submit the policy of said insurance for inspection on the first request to Petrol Industries. From the moment of delivery, as set out in clause 4, the other party shall bear the risk of the loss, damage or any other impairment of the delivered products.
- In case Petrol Industries pursuant to paragraph 1 of this clause claims the products under retention of title as its property, the other party hereby unconditionally and irrevocably authorises Petrol Industries, or a third party appointed by Petrol Industries, to access those locations where the goods of Petrol Industries are located and to retrieve those goods if the other party remains in default.
- The other party is bound to immediately notify Petrol Industries of the fact that third parties claim to have rights in respect of the products delivered by Petrol Industries.
CLAUSE 10: RETENTION OF TITLE IN GERMANY
('Eigentumsvorbehalt in Deutschland')
- Notwithstanding the provisions of clause 9 of these terms and conditions, with regard to goods delivered by Petrol Industries to other parties located in Germany, the following shall apply: (In Abweichung von im vorgehenden Artikel festgelegten Bestimmungen gilt bezüglich der von Petrol Industries an in Deutschland etablierte Abnehmer gelieferten Sachen Folgendes:)
- Das Eigentum an den gelieferten Waren bleibt zur Sicherung aller Ansprüche, die Petrol Industries aus der gegenwärtigen und künftigen Geschäftsverbindung bis zum Ausgleich aller Salden gegen den Abnehmer zustehen, vorbehalten.
- Das Eigentum von Petrol Industries erstreckt sich auch auf die durch Verarbeitung der Vorbehaltsware entstehende neue Sache. Der Abnehmer stellt die neue Sache unter Ausschluss des eigenen Eigentumserwerbs für Petrol Industries her und verwahrt sie für sie. Hieraus erwachsen ihm keine Ansprüche gegenüber Petrol Industries.
- Bei einer Verarbeitung der Vorbehaltsware von Petrol Industries mit Waren anderer Lieferanten, deren Eigentumsrechte sich ebenfalls an der neuen Sache fortsetzen, erwirbt Petrol Industries zusammen mit diesen anderen Lieferanten – unter Ausschluss eines Miteigentumserwerbs des Abnehmers – Miteigentum an der neuen Sache zu deren vollem Wert (einschließlich Wertschöpfung) wie folgt:
- a. Der Miteigentumsanteil von Petrol Industries entspricht dem Verhältnis des Rechnungswertes der Vorbehaltsware von Petrol Industries zu dem Gesamtrechnungswert aller mitverarbeiteten Vorbehaltswaren.
- b. Verbleibt ein von Miteigentumsvorbehalten zunächst nicht erfasster Restanteil, weil andere Lieferanten den Eigentumsvorbehalt nicht auf die Wertschöpfung durch den Abnehmer ausgedehnt haben, so erhöht sich der Miteigentumsanteil von Petrol Industries um diesen Restanteil. Haben jedoch andere Lieferanten ihren Eigentumsvorbehalt ebenfalls auf diesen Restanteil ausgedehnt, so steht Petrol Industries an diesem nur ein Anteil zu, der sich aus dem Verhältnis des Rechnungswertes der Vorbehaltsware von Petrol Industries zu den Rechnungswerten der mitverarbeiteten Wahren dieser anderen Lieferanten bestimmt.
Der Abnehmer tritt bereits jetzt seine Forderungen aus der Veräußerung von Vorbehaltsware aus den gegenwärtigen und künftigen Warenlieferungen von Petrol Industries zur Sicherung an Petrol Industries ab. Bei Verarbeitung im Rahmen eines Werkvertrages wird die Werklohnforderung in Höhe des anteiligen Betrages der Rechnung von Petrol Industries für die mitverarbeitete Vorbehaltsware schon jetzt an Petrol Industries abgetreten.
- c. Solange der Abnehmer seinen Verpflichtungen aus der Geschäftsverbindung mit Petrol Industries ordnungsgemäß nachkommt, darf er über die im Eigentum von Petrol Industries stehende Ware im ordentlichen Geschäftsgang verfügen und die an abgetretene Forderungen von Petrol Industries selbst
einziehen. Bei Zahlungsverzug oder begründetem Zweifel an der Zahlungsfähigkeit oder Kreditwürdigkeit des Abnehmers ist Petrol Industries berechtigt, die abgetretenen Forderungen einzuziehen und die Vorbehaltsware zurückzunehmen; jedoch liegt ein Rücktritt vom Vertrag nur dann vor, wenn Petrol Industries dies ausdrücklich schriftlich erklärt.
Übersteigt der Wert der eingeräumten Sicherheiten die Forderungen von Petrol Industries um mehr als 10 %, so wird Petrol Industries auf Verlangen des Abnehmers insoweit Sicherheiten nach ihrer Wahl freigeben.
CLAUSE 11: DEFECTS AND COMPLAINTS DEADLINES
- The other party is under obligation to examine the goods, or cause them to be examined, upon delivery or as soon thereafter as possible and, if necessary, to perform a test in order to determine if the products meet the requirements under the agreement. The other party must check that the correct goods have been supplied; that the goods supplied conform to that which has been agreed in terms of quantity; that the goods supplied conform to the agreed quality requirements or – in their absence – the minimum legal requirements that are set for the products.
- Complaints about delivered products must be submitted in writing within 5 business days after the other party has received the products, or at least within 5 business days after the other party could reasonably check the received products.
- If Petrol Industries decides to proceed with its own examination in connection with the defects alleged by the other party, or have it carried out, the other party is bound to offer its full cooperation.
- If the other party does not comply with the provision of this clause, this will result in forfeiture of all claims of the other party in respect of Petrol Industries.
- Complaints regarding invoices of Petrol Industries must be submitted in writing within 14 business days after the invoice date of the invoices concerned. If nothing is reported, the invoices will be considered correct and undisputed.
CLAUSE 12: RETURNING THE GOODS
1. Returns of products delivered by Petrol Industries to the other party must be sent postage paid, at the expense and risk of the other party and will only be accepted by Petrol Industries after its prior written permission. Returns to Petrol Industries must be made within 5 business days, upon receipt in the original packaging, to the address as indicated by Petrol Industries, unless the parties have agreed otherwise in writing.
2 Product returns are only possible in the prescribed manner. If the returned product is still in stock, Petrol Industries will ship a new one to the other party. If the product is no longer in stock, the product concerned will be credited.
3. If Petrol Industries has made returnable packaging available to the other party for the transportation of the products, the other party is expected to return this returnable packaging to Petrol Industries within 14 days at its own expense. Failing to do so will result in being obliged to pay damages to Petrol Industries.
CLAUSE 13: PAYMENT
- Payment for products delivered in the Netherlands must be made within 30 days of the invoice date, unless Petrol Industries and the other party agreed to another payment term in writing.
- If the other party does not properly fulfil its payment obligations towards Petrol Industries, as set out in paragraph 1 of this clause, it is in default without the requirement of any further notice or demand letter. Subsequently, Petrol Industries is entitled to charge the other party 1.5% interest per month, payable on the full invoice amount and any additional extrajudicial costs, from the due date of the invoice until the date of total settlement. A part of the calendar month shall apply in this context as an entire calendar month.
- In the case of late payment, Petrol Industries is entitled to compensation of the extrajudicial costs. These extrajudicial costs are fixed at a minimum of 15% of the outstanding invoice amount, including VAT, with a minimum of EUR 150 or a minimum foreseen in law for the case concerned, without prejudice to the right of Petrol Industries to claim any other damages. First, the extrajudicial costs and interest are debited from the payments made by the other party in default and the remaining amount will subsequently be debited against the oldest outstanding invoices.
- The records of Petrol Industries serve as complete proof of the outstanding amount of the other party, for whatever reason, unless proven otherwise.
CLAUSE 14: LIABILITY
- The liability of Petrol Industries (if and insofar as this liability is covered by its liability insurance) is at all times limited to the payment made by the insurer. If the insurer does not make a payment or if the
demonstrable loss is not covered by the insurance, the liability of Petrol Industries is limited to the net invoice value of the products delivered with a maximum of EUR 25,000 (in words: twenty-five thousand euros), to the extent that the losses were actually suffered by the other party and the expenses actually incurred.
- Petrol Industries is not liable for indirect damage, including but not limited to: consequential damage, operational damage, lost profits, lost savings and damage due to business interruption and damage due to loss of time, loss of data.
- Any liability of Petrol Industries towards the other party lapses after 12 months from the date on which the risk of the delivered products of Petrol Industries transfers to the other party.
- Any liability of Petrol Industries can only occur after the other party has immediately and properly notified Petrol Industries in writing after the delivery of the products concerned, or immediately upon discovering the defect and if it has provided Petrol Industries with a reasonable term to remedy the failure.
- The other party shall indemnify Petrol Industries against all third party claims in respect of damage or arisen as a result of the performance of the agreement against whom Petrol Industries cannot invoke these general terms and conditions. The other party is only required to provide this indemnification to the extent that Petrol Industries can invoke a reduction or exclusion of liability with respect to the other party.
- Petrol Industries is not liable for the other party's damage caused by a delay in the product manufacturing process (purchase by the other party).
- The limitations on liability included in these general terms and conditions do not apply if this damage can be attributed to a deliberate act, serious misconduct or gross negligence on the part of Petrol Industries' executive staff.
CLAUSE 15: FORCE MAJEURE
- If force majeure causes Petrol Industries to be temporarily unable to conduct the work as agreed with the other party, it is authorised to suspend the performance of the agreement, in whole or in part, as long as the force majeure continues. If force majeure permanently prevents Petrol Industries from performing the agreement, Petrol Industries has the right to cancel or dissolve the agreement, in whole or in part, with immediate effect.
- Force majeure shall include, inter alia: a failure of suppliers of Petrol Industries and/or companies and/or other auxiliary persons to whom work is outsourced by Petrol Industries, delays in delivery by suppliers and/or companies, road congestion (e.g. roadblocks), lack of raw materials, interruptions in production, delays in shipments and transportation, work stoppages and/or strikes, excessive absenteeism due to illness of employees and/or other auxiliary persons, government measures, war, fire and extreme weather conditions.
- If Petrol Industries has fulfilled its obligations prior to the occurrence of the circumstance giving rise to force majeure, or when it can only partially fulfil its obligations, it is entitled to invoice the already delivered part and/or the deliverable part separately and the other party shall pay this invoice as if it were a separate agreement.
CLAUSE 16: INDUSTRIAL / INTELLECTUAL PROPERTY RIGHTS
- All industrial and intellectual property rights (IPRs) vested in products delivered by Petrol Industries to the other party and developed by Petrol Industries, including but not limited to logos, name marks, graphic marks, samples, drawings, templates, pictures, designs and other communications, are the property of Petrol Industries or its group companies.
- The other party is aware that the brand Petrol by Petrol Industries is a well-known brand of jeans etc., and therefore it shall take due care with respect to the use and/or handling of these products.
- The other party recognises and respects the IPRs of Petrol Industries and declares to abstain from acts violating these rights, in any way, and more particularly, to refrain from any and all use of the IPRs, other than allowed pursuant to the provisions of these terms and conditions. The other party will refrain from any conduct or action that may damage and/or otherwise adversely affect these IPRs.
- If the other party violates a provision of this clause, it will forfeit an immediately due and payable penalty of EUR 50,000, without prejudice to the right of Petrol Industries to claim any supplementary damages from the other party.
CLAUSE 17: CONFIDENTIAL INFORMATION AND NON-COMPETITION
- The other party guarantees that third parties will not get access to information of a confidential nature provided by Petrol Industries and arising from the performance of this agreement, due to an act and/or omission on the part of the other party, its employees and/or other auxiliary persons. In any case, information will be considered to be confidential when indicated by Petrol Industries as such.
- During the term of the agreement and for one (1) year after its completion or termination, the other party will not contract employees and/or other auxiliary persons from Petrol Industries without the consent of Petrol Industries and it will refrain from any involvement in economic activities of employees and/or other auxiliary persons of Petrol Industries who have been involved in (the performance of) the agreement.
- In the event of violation of the provisions of the preceding paragraphs of this clause, the other party shall be in default by operation of law and will pay Petrol Industries an immediately payable penalty of EUR 50,000 for each violation and a penalty of EUR 2,500 for each day the violation of this clause lasts, without prejudice to the right of Petrol Industries to claim full reimbursement of the damages from the other party.
CLAUSE 18: DISPUTE SETTLEMENT
By way of derogation from the statutory rules for the competence of the civil courts, any dispute between Petrol Industries and the other party will be settled by the competent judge of the district court of Zeeland- West Brabant. However, Petrol Industries is entitled to submit a dispute to the competent court according to the law or the applicable international treaty.
CLAUSE 19: APPLICABLE LAW
Offers from and agreements with Petrol Industries are governed exclusively by Dutch law. However, if a delivery concerns another party established in Germany, German law applies with regard to clause 10 of these general terms and conditions. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 does not apply to offers of and agreements with Petrol Industries.
Thus drawn up and signed in Tilburg on 4th April 2016.