6. USE AND HANDLING OF THE PRODUCTS
The Purchaser acknowledges that the Products:
– are fragile items that must be handled carefully and must be stored in the appropriate temperature and in a dry and clean area;
– must be handled, stored, transported in accordance with all local and international requirements and practices;
– must not be used for any other purposes than what is strictly specified in the manuals, guidelines, recommendations provided by ISABELLE GROMMET.
7. PURCHASER REFERENCES
Unless otherwise agreed in writing, ISABELLE GROMMET can quote the Purchaser’s name (including Purchaser’s logos and pictures) as a reference in any format (brochures, websites, displays, posters, press releases, etc.), as well as general information in the public domain about the Products sold by ISABELLE GROMMET to the Purchaser.
8. INTELLECTUAL PROPERTY
ISABELLE GROMMET is and will remain the sole proprietor and beneficiary of all present and future intellectual rights, whatever they are, connected with the brand names, logos, products, recipes, know-how, production process, documentation, manuals, specifications and other written materials associated with the Products, whether or not they are protected or registered. The Purchaser agrees not to imitate or forge the Products, market identical or similar products, apply for or register trademarks, logos or models, generally demonstrate any intellectual property right to any of these elements, or remove the labels from the Products that it has acquired, in any way whatsoever.
All documents and information, without restriction, given or shown by ISABELLE GROMMET to the Purchaser, recipes, manufacturing methods and techniques related to the Products; applications to government authorities, pricing or cost shall remain strictly confidential. Unless this information has already come into the public domain in a completely lawful manner, the Purchaser may not under any circumstances, even after complete execution of the Contract, directly or indirectly divulge or communicate it to third parties and make use of it for himself or for a third party, other than for the strict execution of the Contract.
10. LIMITATION OF LIABILITY
If ISABELLE GROMMET is found to be liable, it will only be liable for direct damage caused exclusively by its gross negligence, to the exclusion of any other damage including, but not limited to, loss of earnings, a rise in general costs, a loss of profit, discounts, special, incidental, consequential, exemplary or penal loss or dame of any nature whatsoever or any other indirect damage or loss. The total amount of damages for which ISABELLE GROMMET is liable cannot exceed 10% of the value of the Contract.
11. FORCE MAJEURE
The Parties are not liable for failure to fulfil any contractual obligation which is due to events of force majeure which are out of their control, and which they could not have been expected to foresee when the Contract was signed or prevent or overcome, even if the event does not make execution of the Contract impossible but merely substantially more difficult or more expensive. Force majeure includes fire, strike, accident, sickness, natural disaster, destruction of plants or equipment, computer bugs, changes in IT environments, general lack of supplies or means of transport, delay or failure to fulfil obligations on the part of ISABELLE GROMMET’s suppliers or subcontractors.
In such circumstances, the defaulting party must inform the other party of the situation in writing as soon as possible. The parties’ obligations which are impossible to fulfil because of force majeure can be temporarily suspended or renegotiated. Should the case of force majeure lasts more than 6 months, the Contract will automatically be terminated or rescinded, without any compensation, unless otherwise agreed by the parties.
12. TERMINATION OF THE CONTRACT
ISABELLE GROMMET can terminate the Contract or suspend its own obligations at any time and without notice or any compensation to the Purchaser, as of right and without prior notice:
– if the Purchaser fails to fulfil one of its contractual obligations or if it turns out that he will fail or if there is a risk that he will fail to fulfil one of his obligations, even if this happens before this obligation is due to be fulfilled. In this case, any payment(s) made or due from the Purchaser is/are definitively acquired by ISABELLE GROMMET. In addition, ISABELLE GROMMET will automatically be entitled to a lump-sum compensation worth 50% of the cost of the work still to be done by ISABELLE GROMMET, without prejudice to any damages and interest if the total value of the damage actually suffered by ISABELLE GROMMET turns out to be higher.
– in the event of incapacity, bankruptcy, insolvency, inability to make payments, a request to defer payment, voluntary or compulsory bankruptcy or any other event demonstrating the Purchaser’s financial difficulties.
– if ISABELLE GROMMET ceases trading or makes substantial changes to its activities.
– in the event of an instance of force majeure which lasts for more than 6 months.
If the Purchaser terminates the Contract without intentional gross negligence on the part of ISABELLE GROMMET, any payment(s) made or due from the Purchaser is/are definitively acquired by ISABELLE GROMMET. In addition, ISABELLE GROMMET will automatically be entitled to a lump-sum compensation worth 50% of the cost of the work still to be done by ISABELLE GROMMET, without prejudice to any damages and interest if the total value of the damage actually suffered by ISABELLE GROMMET turns out to be higher.
13. APPLICABLE LAW AND JURISDICTION
The Contract and these terms and conditions are exclusively governed by Belgian law.
The parties agree to resolve any dispute arising from the Contract, or any later modifications thereto, in an amicable fashion.
If this is not possible within the month following the beginning of the dispute, the parties will refer to the regulations of the CEPANI (Belgian Arbitration and Mediation Centre, www.cepani.be) which relate to Mediation for any dispute arising from the Contract or relating to it either directly or indirectly. This Mediation must take place in Brussels and the process will take place in English.
If no settlement can be arrived at during the mediation process, or if the parties agree to abandon the mediation process, any dispute, disagreement or claim which arises from or relates to the Contract will be ruled on by the courts and tribunals of Nivelles.
The obligations set forth in the sections entitled “Purchaser references”, “Intellectual property”, “Confidentiality”, “Limitation of liability” shall survive cancellation, termination or nullity of any contract between the parties.