13. FORCE MAJEURE
13.1 The Company shall not be held to perform the agreement if this is made impossible or is hindered by force majeure, which term shall inter alia include any whether or not foreseeable circumstance beyond the control of the Company, such as: war or similar situations, riots, sabotage, boycotts, strikes, occupations, blockages, shortages of raw materials, failures in the operation of factories, transportation problems of whatever nature (among which traffic-jams), machine damage, thefts, such sickness absence of staff of the Company that the implementation of the agreement is seriously obstructed, failures in the performance of subcontractors, transporters and/or other third parties who have been called in by the Company to assist in the implementation of the agreement, obstructed shipping traffic, measures of the government that lead to any obstructions in both the Netherlands and abroad, natural disasters and, in light of the Covid-19 pandemic, epidemics, pandemics and quarantines.
13.2 In case of force majeure on the side of the Company, the Company shall have the right at its own discretion to suspend the implementation of the agreement for the duration of the force majeure situation.
13.3 If in the opinion of the Company the force majeure situation is permanent in nature, the Company shall have the right to dissolve the agreement in full or in part by submitting a written statement to that effect. The parties shall make a reasonable arrangement regarding the consequences of that dissolution.
13.4 If the agreement has already in part been carried out and if the remaining obligation to deliver due to force majeure has been delayed by more than two months, the Other Party shall be free to keep the already delivered goods in its possession and to pay the price that is due for those goods, if that price has not been paid yet, or if the delivered goods as a result of the not being able to deliver the remaining goods are of no value, to consider the agreement as having been dissolved, also for the part that has already been carried out, provided that the Other Party returns the delivered goods to the Company in the state in which the Company has delivered the goods to the Other Party and the Other Party reimburses all expenses that the Company has incurred in respect thereof. The Company obliges itself in that case to pay back to the Other Party the price in so far as it has already been paid, after deduction of the incurred expenses.
13.5 If the Other Party is of the opinion that there is force majeure, it shall be held to inform the Company thereof in writing forthwith.
14. COPYRIGHTS, INTELLECTUAL PROPERTY RIGHTS, INDUSTRIAL PROPERTY RIGHTS
14.1 The Other Party guarantees that any orders placed with the Company do not infringe copyrights, intellectual property rights, industrial property rights, or model or drawing rights of third parties. The Other Party shall indemnify the Company against claims of third parties for infringements of copyrights, intellectual property rights, industrial property rights, or model or drawing rights of third parties.
14.2 Unless expressly agreed otherwise in writing, the Company shall at all times be the party entitled to and the holder of any copyrights, intellectual property rights and/or industrial property rights that may arise in respect of the works created by the Company in the performance of the agreement, such as design drawings, models, computer software, databases and photographic recordings.
15. GOVERNING LAW AND COMPETENT COURT
15.1 All agreements concluded by the Company and the Other Party and that which results from those agreements, both in the Netherlands and abroad, shall be governed by the laws of the Netherlands to the exclusion of the Vienna Sales Convention.
15.2 All disputes that arise from any agreements concluded by the Company, both in the Netherlands and abroad, shall to the exclusion of any other courts and with application of the Dutch law of civil procedure be submitted to and settled by the District Court of Arnhem, the Netherlands, this with exception of disputes that pursuant to the law have to be submitted to the Subdistrict Division of any District Court in the Netherlands.
15.3 In case of acceptance of the General Conditions referred to in Clause 2, the above choice of law and choice of competent court shall apply.
These General Conditions have been deposited at the Chamber of Commerce for Central Gelderland, and copies thereof are available there. These General Conditions have also been printed at the back of the stationery of the Company and are available on the website www.berlinpackaging.nl.