General Terms and Conditions PearlSnow

Applicable to all commercial agreements, offers, sales, partnerships and deliveries involving PearlSnow products or related services.

1. Applicability and Language

1.1 These General Terms & Conditions apply to all offers, orders, partnerships, collaborations and agreements between PearlSnow and any contracting party, including but not limited to customers, dealers, distributors, ambassadors, agents or other commercial partners, in relation to the sale, promotion, representation, lease, rental, use, delivery or granting of any commercial right involving PearlSnow products.

The applicability of any general terms and conditions used by the contracting party is explicitly excluded, unless PearlSnow has expressly accepted such terms in writing.

1.2 If a contracting party has previously entered into an agreement with PearlSnow under these General Terms & Conditions, it is deemed to accept their applicability to all subsequent offers, orders, partnerships or future agreements with PearlSnow, unless explicitly agreed otherwise in writing.

1.3 PearlSnow is entitled to unilaterally change these general terms and conditions anytime.

2. The offer

2.1 Contracting parties may request an offer from PearlSnow by email, telephone or through the quotation form on the PearlSnow website. A request for an offer does not constitute a binding offer by PearlSnow, but merely an invitation for PearlSnow to provide one.

2.2 Based on such a request, PearlSnow may issue a written offer outlining the applicable pricing, specifications and conditions.

2.3 PearlSnow reserves the right to decline any request for an offer at its sole discretion and without obligation to state a reason.

3. Agreement

3.1 An agreement between PearlSnow and a contracting party is formed once the contracting party accepts PearlSnow’s written offer in accordance with the terms stated therein.

3.2 Agreements may be entered into for a fixed period, as specified in the relevant contract. Unless otherwise agreed, such agreements may be terminated in writing as follows:

a. by either party at the end of the initial contract term by giving one (1) month’s written notice;

b. by either party at any time after completion of the initial contract term by giving three (3) months’ written notice.

3.3 Either party may terminate an agreement with immediate effect, without judicial intervention, if: a. the other party materially breaches any obligation and fails to fully remedy such breach within thirty (30) days after written notice; b. the other party files for bankruptcy, applies for suspension of payments, seeks protection under debtor-relief legislation, or makes an assignment for the benefit of creditors; c. a receiver, trustee or similar officer is appointed over the other party’s business or assets; d. an involuntary insolvency proceeding is initiated against the other party and is not stayed or dismissed within sixty (60) days; e. the other party discontinues its business (in whole or in substantial part) or adopts a resolution to do so; f. the other party undergoes a direct or indirect change of control.

3.4 Upon termination or expiration of an agreement: a. all outstanding amounts owed to PearlSnow must be paid within thirty (30) days; and b. all products, materials and/or documentation provided by PearlSnow must be returned within thirty (30) days, unless otherwise agreed in writing.

4. Performance

4.1 PearlSnow will perform its obligations under any agreement to the best of its knowledge and ability.

4.2 PearlSnow will use reasonable efforts to meet agreed delivery terms. If PearlSnow becomes aware of circumstances that may delay delivery, it will inform the contracting party as soon as reasonably possible. Delays in delivery do not entitle the contracting party to compensation or any other remedy, unless otherwise agreed in writing. PearlSnow is at all times entitled to make partial deliveries where appropriate.

5. Prices and Payment

5.1 Unless stated otherwise in writing, all prices are exclusive of value added tax (VAT) and any other applicable taxes, duties or charges.

5.2 The contracting party must pay all invoices issued by PearlSnow within thirty (30) days from the invoice date, unless otherwise agreed in writing.

5.3 For product sales, a non-refundable deposit of fifty percent (50%) of the purchase price is due before production commences. The remaining fifty percent (50%) must be paid upon order completion. PearlSnow will release the shipment only after receiving full payment.

5.4 If the contracting party fails to meet its payment obligations in whole or in part, or fails to pay on time, it is in default without further notice. From that moment, statutory default interest of 1.5% per month (or part thereof) becomes payable. All reasonable costs incurred by PearlSnow in connection with the collection of outstanding amounts—including legal and extrajudicial collection costs—shall be borne by the contracting party. Extrajudicial collection costs are set at a minimum of fifteen percent (15%) of the principal amount due.

5.5 If payment is not made in full and on time, PearlSnow is entitled to suspend or withhold any delivery, service or obligation under the agreement until full payment is received.

5.6 PearlSnow may charge a storage fee of €200 per pallet spot per week, starting thirty (30) days after completion of production, unless otherwise agreed.

5.7 All payments must be made in euros and without any right of set-off, suspension or withholding based on an alleged or actual shortcoming by PearlSnow, unless such rights are mandatory under applicable law.

6. Transport, Risk & Shipping

6.1 Unless otherwise agreed in writing, all deliveries shall be made Ex Works (EXW, Incoterms® 2020) at PearlSnow’s production facility in Foshan, China or at any other facility designated by PearlSnow. From the moment the goods are made available for collection, all risks, costs and responsibilities relating to loading, transport, export, import, customs clearance and insurance transfer to the contracting party.

6.2 The contracting party acknowledges that all customs declarations, invoice values and related documentation shall comply with applicable customs and trade regulations. PearlSnow shall not be liable for any duties, tariffs or taxes imposed by authorities, nor for changes thereto.

6.3 If PearlSnow arranges transport on behalf of the contracting party, this shall be done entirely at the contracting party’s risk and expense. Transport services are optional and constitute a separate service from the sale of the products. Any indicated delivery times are estimates only and shall not be considered binding commitments.

6.4 Transport fees quoted by PearlSnow are based on the rates available at the time of the offer. If shipping rates—including, but not limited to, tariffs, duties, DDP-related charges, fuel surcharges or carrier-imposed adjustments—deviate by more than ten percent (10%) from the quoted amount due to changes outside PearlSnow’s reasonable control, PearlSnow may adjust the transport fee to reflect the actual difference. The contracting party may at any time choose to arrange its own transport.

7. Force Majeure

7.1 Neither party shall be liable for any delay or failure to perform its obligations under the agreement—other than payment obligations—if and to the extent such delay or failure is caused by Force Majeure. Force Majeure refers to events beyond the reasonable control of a party that were not reasonably foreseeable at the time of entering into the agreement and whose effects cannot be avoided without unreasonable cost or effort. Events of Force Majeure include, but are not limited to: war, acts of government, embargoes, natural disasters, fire, explosions, pandemics, major supply-chain disruptions, cyberattacks, and labor disputes.

7.2 A party affected by Force Majeure shall promptly notify the other party in writing and shall use reasonable efforts to mitigate the effects.

7.3 If a Force Majeure event continues for a period of three (3) months or longer, either party may terminate the agreement with immediate effect and without liability, by written notice to the other party.

8. Warranty

8.1 Due to the nature of artificial snow and dry-slope products, gradual abrasion, reduction in impact recovery, color changes, and performance variations caused by usage intensity, UV exposure, climate conditions and temperature fluctuations are considered normal characteristics of the product and shall  not constitute defects.

8.2 Subject to the provisions of this Article, PearlSnow warrants that the products delivered under the agreement conform to the specifications expressly agreed in writing at the time the risk passes to the contracting party. This warranty does not apply to defects caused by improper installation, handling, misuse, normal wear and tear, insufficient maintenance, storage conditions, accidents, or any modification or repair performed by the contracting party or third parties.

8.3 Warranty claims must be submitted by returning the product to PearlSnow (“carry-in warranty”) within one (1) year from the date of shipment, failing which the warranty shall lapse. PearlSnow shall assess whether the defect is covered under this warranty.

8.4 All costs related to returning the product—including transport, handling, customs, and any consequential or indirect costs such as loss of profits—shall be borne entirely by the contracting party.

8.5 PearlSnow’s warranty obligations are conditional upon the contracting party having fully complied with all of its contractual obligations, including payment obligations.

8.6 If PearlSnow determines that a defect is covered under this warranty, PearlSnow may, at its sole discretion, repair the product, replace it with an equivalent product, or provide another appropriate remedy. Any repair or replacement does not extend or renew the original warranty period.

9. Liability

9.1 Except in cases of willful misconduct or gross negligence, PearlSnow shall not be liable for any damages or costs incurred by the contracting party or any third party. Nothing in these General Terms & Conditions shall limit PearlSnow’s liability to the extent such limitation is prohibited under applicable mandatory law, including liability for death or personal injury caused by negligence.

9.2 Any liability of PearlSnow, insofar as covered by its liability insurance, shall be limited to the amount paid out by the insurer in the relevant case.

9.3 If PearlSnow’s liability insurer does not provide coverage or does not make payment for any reason, PearlSnow’s liability shall be limited to the invoice value of the specific agreement under which the claim arises.

9.4 In no event shall PearlSnow be liable for any consequential, indirect, or special damages, including but not limited to loss of profits, loss of revenue, business interruption, reputational damage, or economic loss.

9.5 The contracting party shall indemnify and hold PearlSnow harmless against all third-party claims arising from the sale, lease, rental, use, installation, or delivery of PearlSnow products, or the granting of any commercial right to use such products, to the extent such claims are not attributable to PearlSnow under these General Terms & Conditions or applicable law.

9.6 PearlSnow may provide product information, usage guidelines and project-informed recommendations based on the information made available by the contracting party. Such recommendations are provided as practical guidance only, are not a substitute for professional engineering, design or safety advice, and do not constitute a warranty of suitability for a specific project. The contracting party remains solely responsible for assessing the suitability of the products for the intended application and for ensuring safe design, installation and use, including but not limited to the substructure, installation method, slope geometry, local regulations, inspection and ongoing maintenance. Where required, the contracting party shall engage qualified local professionals.

10. Intellectual Property Rights

10.1 Nothing in the agreement between PearlSnow and the contracting party shall be construed as a transfer or assignment of any intellectual or industrial property rights (“IP Rights”) of PearlSnow, nor as granting any license or right of use other than expressly agreed in writing.

10.2 The contracting party acknowledges that all IP Rights relating to PearlSnow’s products, materials, designs, documentation, specifications and any other information made available by PearlSnow are and shall remain the exclusive property of PearlSnow. Nothing in the agreement limits PearlSnow’s right to use or exploit such IP Rights at any time.

10.3 PearlSnow retains the exclusive right to register, record or otherwise protect any IP Rights relating to its products or information. The contracting party shall not acquire any rights of prior use or other claims as a result of gaining access to such information.

10.4 The contracting party shall not challenge, or assist any third party in challenging, the validity or ownership of PearlSnow’s IP Rights. The contracting party shall not design, manufacture, import, distribute, promote or sell any product that infringes or may infringe PearlSnow’s IP Rights.

10.5 The contracting party shall promptly notify PearlSnow of any suspected or actual infringement of PearlSnow’s IP Rights that comes to its attention.

10.6 If the contracting party provides designs, text, images, logos or any other materials to be incorporated into PearlSnow’s products, or if the contracting party otherwise influences the design of the products, the contracting party guarantees that such materials do not infringe any third-party IP Rights. The contracting party shall fully indemnify and hold PearlSnow harmless from all claims, damages, penalties, liabilities, costs and expenses arising from any alleged or actual infringement.

10.7 The contracting party grants PearlSnow an irrevocable, worldwide, royalty-free right to use photographs, videos or other imagery of PearlSnow products made by or on behalf of the contracting party, or originating from the contracting party or its manufacturer, for marketing, promotional, sales or internal purposes. The contracting party guarantees that it is entitled to grant this permission and shall indemnify PearlSnow in accordance with Article 10.6 for any third-party claims arising from such use.

11. Non-competition

11.1 During the term of the agreement between PearlSnow and the contracting party, and for a period of one (1) year after its termination or expiration, the contracting party shall not, without PearlSnow’s prior written consent, directly or indirectly engage anywhere in the world in the design, manufacturing, import, distribution, promotion or sale of products that are identical, similar or reasonably deemed competitive to the products, materials or designs of PearlSnow.

11.2 The contracting party shall not assist, advise, finance, collaborate with or otherwise support any third party in undertaking activities that would violate the non-competition obligations if performed by the contracting party itself.

11.3 For the avoidance of doubt, “competitive products” include any artificial snow systems, dry-slope materials, slide-surface products, or other technologies that aim to replicate, replace or provide similar functionality to PearlSnow products, regardless of material composition or application.

11.4 PearlSnow may waive or limit the scope of this non-competition clause on a case-by-case basis by written permission. Any such permission shall not be construed as a general waiver.

12. Applicable Law and Competent Jurisdiction

12.1 All offers, orders, agreements and other legal relationships between PearlSnow and the contracting party—including these General Terms & Conditions—shall be exclusively governed by and construed in accordance with the laws of the Netherlands.

12.2 Any dispute arising out of or in connection with such offers, orders, agreements or these General Terms & Conditions shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, to whose jurisdiction the parties irrevocably submit.

12.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13. Miscellaneous

13.1 If any provision of the agreement or these General Terms & Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace any invalid or unenforceable provision with a valid provision that reflects the original intent of the parties as closely as possible.

Last updated : 16 Dec 2025