Términos y condiciones de suministro

CLAUSE 10. INDUSTRIAL AND INTELLECTUAL PROPERTY
10.1 If the Other Party has prescribed a specific construction, kind of material or working
method, the Other Party shall indemnify Thule from and against any rights of
third parties with respect to such construction, kind of material or working
method, and it shall reimburse the damage suffered by Thule and/or third parties
as a result thereof.
10.2 
Thule herewith reserves all intellectual and industrial property rights with respect
to the delivered goods - also in the event that these have been developed in
cooperation with the Other Party - as well as with respect to the documents and
ancillary materials described in Clause 8 paragraph 1.
10.3 
At the first request of Thule, the Other Party shall provide its cooperation
with respect to formalities that are required to establish and/or to confirm the
property rights referred to in the previous paragraph.
CLAUSE 11. SECRECY
11.1 
The Other Party guarantees that it shall keep secret towards third parties all
business information coming from Thule, that in any way whatsoever has come or
has been brought to its knowledge.
11.2 The business agreement reached as a result of combined developments by Thule
and the other party may not, without written permission by Thule, be used for the
purposes of any third party.
CLAUSE 12. GUARANTEE
12.1 Thule guarantees that the delivered goods or parts thereof shall for the duration
of a period of 12 months after delivery be free from defects that are the direct
result of faulty materials, faulty construction or of manufacturing errors.
12.2 In contravention to the provisions laid down in paragraph 1 of the present
Clause, the guarantee for goods bought by Thule from third parties or that were
developed and/or manufactured by third parties as ordered by Thule, shall be
limited to the guarantee that Thule shall be able to realize with these third parties.
12.3 
An invocation of the guarantee shall only be considered by Thule if this is submitted
to Thule in writing either within 14 days after the defect has been detected, or
within 14 days after the defect could reasonably have been detected.
12.4 All claims with respect to guarantees shall lapse if:

- 
the Other Party without the prior consent of Thule makes alterations to or
repairs the delivered goods or lets third parties do the same;

- the delivered goods are injudiciously used and/or used for other purposes than
the original, normal purposes;

- the user manual, or the mounting or assembly instructions have not strictly
been adhered to;

- with the mounting or assembly other parts than the original (and delivered)
Thule parts have been used;

- the defect is the result of other causes than faulty materials, faulty construction
or manufacturing errors;

- delivery of used (second hand) materials, parts or goods has been agreed;

- the Other Party fails to perform obligations arising from the Agreement;

- there are prescribed constructions, materials or working methods that have
been provided for or prescribed by the Other Party;

- there is insufficient or incorrect maintenance, or no maintenance at all;

- the defect is caused by normal wear.
12.5 Minor deviations as to measure, colour, weight or number shall constitute no
reason for an invocation of guarantee.
12.6 
The expenses with respect to repairs to the delivered goods carried out
without the prior consent of Thule by the Other Party itself or carried out by third
parties at the order of the Other Party, shall under no circumstances be borne
by Thule.
12.7 Thule under its obligations of guarantee shall only be held to repair or replace
at its expense the goods delivered by it or parts thereof within The Netherlands.
Thule reserves the right to charge any additional costs, such as travelling and
lodging expenses, labour costs, shipment expenses and (dis)assembly costs to
the Other Party.

13.3 

The liability of Thule pursuant to the present Clause shall be limited to the
amount for which Thule has covered its liability by insurances at the most, unless
the Other Party proves that the damage is the result of gross culpability, gross
negligence, or malice on the part of Thule.
13.4 T
 hule is in no respect liable for products that are directly or indirectly sold and/or
used in the United States and/or Canada.
13.5 T
 he Other Party shall indemnify Thule from and against all claims of third parties
for reimbursement of damages for which Thule is not liable under the preceding
paragraphs of the present Clause.
13.6 T
 he Other Party shall inform Thule as soon as possible in writing of claims for
damages as described in the present Clause.
13.7 T
 hule is not responsible for damages directly or indirectly resulting from incorrect
assembly, which is understood to mean the use of inappropriate tools, methods
of assembly other than those prescribed and the incorrect interpretation of the
assembly instructions provided.
CLAUSE 14. CANCELLATION
14.1 In the event of a failure on the part of the Other Party to perform its obligations
arising from the Agreement or from any Agreements arising therefrom, as well
as in the event of its bankruptcy, if it is granted a suspension of payments (or if it
has lodged an application thereto), and in the event of closing down, liquidation
or take over of, or any comparable circumstance with respect to the enterprise of
the Other Party, it shall be in default by force of the law. In that event Thule shall
have the right unilaterally and completely or partially to cancel the Agreement
without any notification of default being required and without interference of the
court, by means of a registered letter to the Other Party, and/or to suspend its
obligations under the Agreement, without Thule being held to pay any damages,
and without prejudice to any further rights accruing to Thule, including the right
of Thule on full reimbursement of damages suffered.
14.2 All claims that Thule in these events may have on the Other Party or may have
on the Other Party in the future shall immediately and completely be due en
payable.
CLAUSE 15. GOVERNING LAW, DISPUTES
15.1 The Agreement and any further Agreements arising therefrom shall exclusively
be governed by the laws of The Netherlands. The United Nations Convention
on Contracts for the International Sale of Goods (the so-called Vienna Sales
Convention of 1980) shall not apply to the aforementioned Agreements.
15.2 Any disputes (including such that are considered to be disputes by one of the
parties only) arising in connection with this Agreement or the Agreements arising
therefrom between the parties shall at the option of Thule either be submitted
for settlement to arbitrators, appointed and giving awards in compliance with
the Arbitration Rules of The Netherlands Arbitration Institute (Reglement van
het Nederlands Arbitrage Instituut (N.A.I.)) in Rotterdam (The Netherlands), or
be submitted for settlement to the competent court in the District of Zwolle (The
Netherlands).
15.3




Arbitration shall take place subject to the following provisions.
- The arbitral tribunal shall consist of three arbitrators.
- The arbitration shall take place in Zwolle (The Netherlands).
- The proceedings shall be conducted in the Dutch language.

CLAUSE 16. FINAL PROVISIONS
16.1 If and in so far as the Agreement (also) includes the performance of installation or
mounting activities by Thule, the General Conditions for Installation Companies
(Algemene Voorwaarden Installerende Bedrijven (ALIB ‘92)) shall apply, with the
exclusion of the present General Conditions.
16.2 T
 he present General Conditions originally were drawn up in the Dutch language.
In the event of any unclarities or differences in interpretation and/or explanation
of a translated version of these General Conditions, the Dutch text shall at all
times prevail.

12.8 If Thule for the purposes of performing its guarantee obligation delivers goods
or parts thereof anew, the replaced goods or parts shall become the property of
Thule at the moment of replacement.
12.9 
Returned shipments shall exclusively be accepted after the prior consent in
writing by Thule. The returning of shipments shall take place at the expense and
risk of the Other Party.
CLAUSE 13. LIABILITY
13.1 
Thule shall exclusively be liable for damage on the part of the Other Party
and/or third parties if and in so far as the damage is the direct and immediate
consequence of the execution of the Agreement by Thule.
13.2 Thule shall in no way whatsoever be liable towards the Other Party and/or third
parties for any form of indirect damage, including (without limitation) loss of
profits or income, the suffering of losses including loss of production, expenses
of stagnation or delay, penalties or deductions and all payments to third parties.

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These general terms of sale, delivery and payment have been filed at the Chamber of
Commerce and Industry in Zwolle in July 2000.