Article 15 Force majeure
15.1 Seller shall be under no liability for damage and/or costs/expenses if it is prevented from, delayed, limited, or interfered with in the discharge of an obligation towards Buyer due to circumstances beyond the reasonable control of the Seller, including but not limited to natural disasters, laws and regulations, bye-laws, rules, measures of a legislative nature, government action or other administrative measures, court orders or decisions, earthquakes, floods, fire, explosions, war, terrorism, riots, sabotage, accidents, epidemics, strikes, lock- outs or go-slows, unrest on the shop floor, demonstrations, disturbances, blockades, problems in acquiring the necessary manpower or raw materials, lack of means of transport or disruptions to transport, breakdown of plant or essential machinery, emergency repairs or maintenance, disruptions to public services or a shortage of public services, delays in the supply of or defects in the goods delivered by suppliers or subcontractors (“force majeure”).
15.2 In the event of force majeure, as referred to in section 1, Seller shall inform Buyer of this immediately in writing, stating the cause of the force majeure and the way in which it will influence the discharge of the Seller’s obligations under the Contract. In the case of delay, the obligation to deliver will be suspended for a period equal to the time lost due to the force majeure. If a case of force majeure continues, or is expected to continue, for longer than two (2) months after the agreed delivery date, each party is entitled to terminate the relevant part of the Contract, without any liability towards the other party.
Article 16 Suspension, settlement and termination
16.1 Notwithstanding the Seller’s other rights, Seller is entitled, without any notice of default and without any obligation to pay damages, to terminate the Contract and/or Order in full or in part, or to suspend the further execution of the Contract, if:
(a) Buyer does not, does not adequately or does not promptly discharge its obligations towards Seller pursuant to the Contract, even if it cannot be held responsible;
(b) Seller has become aware of circumstances which give it good reason to fear that Buyer will not, will not promptly or will not fully discharge its obligations;
(c) Buyer is declared bankrupt, is granted a moratorium or a guardianship order (or submits an application for the same), or in the event of (the preparation of a) pre-pack, dissolution, cessation or liquidation of its company;
(d) Seller is unable to comply adequately (in full or in part), either temporarily or permanently, as a result of one or more circumstances for which Seller cannot be held responsible. Seller is, in cases referred to under a, b and c, also entitled to demand immediate payment of amounts due.
16.2 Buyer relinquishes its right to invoke suspension, settlement and termination of the Contract.
Article 17 Prohibition of assignment
17.1 Neither party is permitted, without prior consent in writing from the other party, to assign rights and/or obligations under the Contract, on the understanding that the Seller is permitted to assign said rights and obligations in full or in part to one of its parent companies, subsidiaries or affiliated enterprises, or a third party that will take over all or a substantial proportion of the assets, or the commercial activities of the Seller associated with the Products. This provision has a proprietary effect and is similar in purport to Article 3:83 section 2 of the Dutch Civil Code.
Article 18 No waiver
18.1 If Seller fails at any time to enforce one or more provisions of the Terms and Conditions, this will not serve as a waiver of
the Seller’s right to take action and/or enforce said provisions, and the Seller’s rights will not be affected by a delay in the enforcement of said provisions or failure to enforce them.
Seller’s failure to exercise its rights with respect to Buyer’s failure to discharge its obligations shall not serve as a waiver with respect to all other, earlier or later cases of non- compliance.
Article 19 Intellectual property rights
19.1 Seller shall retain full title to all information and all intellectual and industrial property rights with respect to everything it supplies and/or develops during or prior to the Contract between Parties, including but not limited to price lists, reports, recommendations, samples, calculations, brochures, designs, sketches and drawings and production processes.
19.2 Buyer is not permitted to make use of brands, patents, utility models, trade names, domain names, work protected by copyright and/or databases belonging to Seller and/or the enterprises affiliated to it, without prior permission in writing.
Article 20 Disputes
20.1 The Contract and the legal relationship between Parties shall be governed by the law of the Netherlands. Parties shall endeavour to resolve any disputes together in consultation. If this fails, the Dutch court Den Haag is authorised to take cognizance of the dispute in the first instance and to resolve the dispute.
20.2 The United Nations Convention on Contracts for the International Sale of Goods is not applicable.