In the event that the supplier defaults in an agreement, the buyer may provide the supplier with its intention to manufacture (or services) directly by the designated manufacturer or subcontractor supplier (hereafter referred to as a ”subcontractor”) or by a third party designated by the buyer as shown below, if this failure is not corrected within 14 days or if no delay is taken to avoid reasonable satisfaction. If the supplier does not eliminate this delay during these fourteen (14) days, the buyer has the right to have the product manufactured or to have services provided directly to the buyer by the subcontractor. At the same time, the buyer has the right to contact the subcontractor and cooperate with the subcontractor to ensure that the subcontractor is prepared to ship goods to the buyer or provide immediate services to the buyer if the supplier does not exploit the delay or does not take, to the buyer`s satisfaction, measures to avoid future defaults with the same or substantially similar cause within the 14 days. In the event that the supplier does not use a subcontractor for the manufacture of goods or the provision of services, or if the subcontractor is unable or unsuitable: Manufacture and sell the goods directly to the buyer or provide services directly to the buyer, the supplier immediately makes available to the buyer all materials, specifications and other objects necessary to enable the buyer or a third party designated by the buyer to produce, support, distribute, distribute, sell goods and services or provide the services (”materials”). In addition, the supplier grants the buyer a global right, at no cost, irrevocable and non-exclusive, under all the required intellectual property rights, (i) to use, export, reproduce and prepare works derived from materials for the production, manufacture and assistance of goods and services, (ii) to distribute and sell these products and (iii) to authorize third parties to act on behalf of the purchaser of one of the above measures. Materials are made available to the third-party supplier or the buyer`s service provider as part of a confidentiality agreement and that third-party manufacturer or service provider is only authorized to use the materials for the manufacture of the goods or to provide services to the purchaser. The supplier agrees to extend its security and compensation obligations, in accordance with Sections 4 and 10 of these Terms and Conditions, to all goods manufactured by subcontractors or third parties in accordance with the provisions of this section 14. The agreement is governed by Dutch law. All disputes arising from or related to the agreement are first tempted by the supplier and the buyer to be resolved in good faith and in a spirit of mutual cooperation through consultation and negotiation. All disputes that are not resolved within 30 days of the date of the first dispute may be submitted to the competent jurisdiction of Arnhem, in these Terms and Conditions (”General Terms”) and are an integral part of all agreements and are placed for all orders placed by the buyer for the provision of goods and/or services by your company (hereafter referred to as ”supplier”).
Any such agreement or order is called an ”agreement.” As has been done, the term ”goods” encompasses both physical and intangible goods, including software, service requirements, spare parts and any related software and/or documentation that may accompany the goods. The reference to ”goods” is considered a service, if any. Time is essential for the purposes of the supplier`s obligations under the contract. If, for any reason, the supplier expects difficulties in meeting an agreed delivery date or otherwise in accordance with a contract requirement, the supplier immediately informs the buyer in writing.