General Terms and Conditions PearlSnow
Applicable to commercial agreements, offers, sales, partnerships and deliveries involving PearlSnow products or related services.
Quick Summary
This summary is provided for readability only. The full General Terms & Conditions below prevail in all cases.
1.1 These General Terms & Conditions apply to all offers, orders, partnerships, collaborations and agreements between PearlSnow B.V. (“PearlSnow”) and any contracting party, including customers, dealers, distributors, ambassadors, agents and other commercial partners, relating to the sale, promotion, representation, lease, rental, use, delivery or granting of commercial rights involving PearlSnow products or services.
The applicability of any general terms and conditions used by the contracting party is expressly 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, these Terms shall also apply to subsequent offers, orders, deliveries and agreements between the parties unless expressly agreed otherwise in writing.
1.3 PearlSnow is entitled to unilaterally amend these General Terms & Conditions at any time.
1.4 By accepting or signing a PearlSnow offer, order or agreement referring to these General Terms & Conditions, the contracting party confirms that it has received and accepted them.
1.5 Where these General Terms & Conditions are made available in more than one language, the English version shall prevail in the event of inconsistency.
2.1 A request for an offer made by email, telephone, through PearlSnow’s website or otherwise does not constitute a binding offer by PearlSnow.
2.2 PearlSnow may issue a written offer specifying the applicable products, services, quantities, pricing, technical scope and commercial conditions.
2.3 PearlSnow may reject or withdraw an offer at any time before acceptance unless the offer expressly states otherwise.
3.1 An agreement is formed once the contracting party accepts PearlSnow’s written offer in accordance with the conditions stated in that offer.
3.2 Agreements may be entered into for a fixed period where specified. Unless otherwise agreed in writing, such agreements may be terminated:
3.3 Either party may terminate an agreement with immediate effect if:
3.4 Upon termination or expiration:
Products purchased and fully paid for by the contracting party are not subject to return under this Article.
3.5 PearlSnow may assign or transfer an agreement to an affiliated company or successor in connection with a merger, reorganisation, sale of business, sale of substantially all relevant assets or change of control, provided that the relevant obligations are assumed by the successor.
The contracting party may not assign or transfer its rights or obligations without PearlSnow’s prior written consent.
4.1 PearlSnow shall perform its obligations with reasonable care and to the best of its knowledge and ability.
4.2 PearlSnow shall use reasonable efforts to meet agreed delivery dates. If circumstances arise which may materially delay delivery, PearlSnow shall inform the contracting party as soon as reasonably possible.
Unless expressly agreed otherwise, delay does not entitle the contracting party to compensation. PearlSnow may make partial deliveries where reasonably appropriate.
4.3 The applicable PearlSnow Installation, Operation & Maintenance Manual made available or referenced for the project, together with any project-specific PearlSnow drawings or written technical instructions, forms part of the technical requirements applicable to the products and their installation, operation and maintenance.
Project-specific written technical instructions issued by PearlSnow may supplement or refine the general manual for the relevant project.
5.1 Unless expressly stated otherwise, all prices are exclusive of VAT and any other applicable taxes, duties or charges.
5.2 Invoices must be paid 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%) is due before production commences. The remaining fifty percent (50%) becomes due upon completion of the order. PearlSnow may withhold release of the shipment until full payment has been received.
5.4 If the contracting party fails to pay in full and on time, it shall be in default without further notice. Contractual default interest of 1.5% per month or part thereof shall then become payable.
All reasonable legal, collection and extrajudicial costs incurred in recovering outstanding amounts shall be borne by the contracting party. Extrajudicial collection costs shall amount to at least fifteen percent (15%) of the principal amount due, to the extent permitted by applicable law.
5.5 PearlSnow may suspend deliveries, services or other obligations while any amount remains overdue.
5.6 PearlSnow may charge a storage fee of EUR 200 per pallet position per week starting thirty (30) days after completion of production unless otherwise agreed.
5.7 Payments shall be made in euros and without set-off, suspension or withholding, except where such right cannot lawfully be excluded.
6.1 Unless otherwise agreed in writing, deliveries shall be made Ex Works (EXW, Incoterms® 2020) at the designated manufacturing facility in Foshan, China, or at another facility designated by PearlSnow.
The manufacturing facility may be operated by an independent manufacturing partner and shall not be deemed to be owned or operated by PearlSnow unless expressly stated otherwise.
Risk and responsibility transfer in accordance with the agreed Incoterm.
6.2 Customs declarations, invoice values and related shipping documentation shall comply with applicable customs and trade laws.
PearlSnow shall not be responsible for duties, tariffs, taxes or governmental charges imposed on the contracting party unless expressly included in the agreed delivery terms.
6.3 Where PearlSnow books or assists with transport without expressly agreeing a different Incoterm, such assistance does not alter the originally agreed transfer of risk.
Where another Incoterm such as DAP or DDP is expressly agreed, risk and responsibilities shall follow that Incoterm.
6.4 Quoted transport charges are based on rates available at the time of quotation. If shipping rates, tariffs, fuel surcharges, duties or carrier charges change by more than ten percent (10%) due to circumstances outside PearlSnow’s reasonable control, PearlSnow may adjust the transport charge to reflect the actual difference.
Unless otherwise agreed, the contracting party may elect to arrange its own transport.
7.1 Neither party shall be liable for delay or failure to perform, except payment obligations, to the extent caused by circumstances beyond its reasonable control which could not reasonably have been prevented or overcome.
Such circumstances may include war, governmental measures, embargoes, natural disasters, fire, explosions, pandemics, major supply-chain interruptions, cyber incidents and labour disputes.
7.2 The affected party shall notify the other party as soon as reasonably possible and use reasonable efforts to limit the effects.
7.3 If Force Majeure continues for three (3) months or more, either party may terminate the affected agreement by written notice without liability for such termination.
8.1 Gradual abrasion, colour change, changes resulting from UV exposure, climatic conditions, temperature variation, usage intensity and normal changes in performance over time are inherent characteristics of synthetic ski and sliding surfaces and do not by themselves constitute defects.
8.2 PearlSnow warrants that products supplied under an agreement conform to the specifications expressly agreed in writing at the time risk passes to the contracting party.
The warranty does not apply to the extent a defect or failure is caused or materially contributed to by:
8.3 Warranty claims must be notified to PearlSnow in writing within one (1) year from the shipment date.
The notification shall include, where reasonably available, the project/location, product identification, description of the alleged defect, photographs and relevant installation, inspection or maintenance information.
PearlSnow may inspect the product or installation remotely or on site, request representative samples or damaged components, or require affected products to be returned where reasonably necessary to investigate the claim.
8.4 The contracting party shall initially bear reasonable investigation and return costs unless otherwise agreed.
Where PearlSnow confirms that a warranty claim is valid and has requested return of affected material, PearlSnow may reimburse reasonable and pre-approved direct return costs.
Indirect and consequential losses remain subject to Article 10.
8.5 PearlSnow’s warranty obligations are conditional upon the contracting party having complied with its material contractual obligations, including payment obligations.
8.6 Where PearlSnow determines that a defect is covered by warranty, PearlSnow may at its reasonable discretion:
Repair or replacement does not restart or extend the original warranty period unless expressly agreed in writing.
9.1 Installation responsibility
Unless PearlSnow expressly accepts installation as part of its written scope, PearlSnow does not contract, appoint or supervise the installing party.
The contracting party is responsible for selecting and contracting a suitably competent installer.
9.2 PearlSnow installation requirements
The contracting party shall ensure that the installer receives and follows the applicable PearlSnow Installation, Operation & Maintenance Manual and any project-specific PearlSnow drawings or written instructions.
9.3 Site-specific engineering
PearlSnow provides product-specific and surface-system guidance.
Unless expressly included in PearlSnow’s written scope, site-specific civil, structural, geotechnical, major drainage, stormwater, wind-engineering, permitting and regulatory matters remain the responsibility of the contracting party and, where appropriate, suitably qualified local professionals.
9.4 Commissioning and handover
Before commercial or operational use, the contracting party shall ensure that the commissioning and handover checks required by the applicable PearlSnow documentation have been completed.
Relevant records should be retained, including where reasonably applicable:
9.5 Operation and maintenance
Following handover, the owner/operator is responsible for routine inspection, cleaning, maintenance, water or glide management, staff procedures and local closure of areas where safe or predictable operation cannot be maintained.
9.6 Modifications
PearlSnow shall be consulted before material changes are made to PearlSnow-specific elements of the surface system, including materially different fixation methods, substitute components, joint or movement details or safety-critical transitions.
Changes to civil, structural or drainage elements remain subject to review by the party responsible for those works.
9.7 Serious incidents and suspected defects
In the event of a serious incident, unusual product failure or suspected product defect, the contracting party shall:
The contracting party shall reasonably cooperate with PearlSnow in investigating the cause and shall provide available photographs, installation information, inspection and maintenance records and other relevant project information.
9.8 Safety notices and corrective actions
The contracting party shall reasonably cooperate with inspections, product safety notices, corrective actions, field measures or recalls issued by PearlSnow in relation to an actual or suspected product safety issue.
10.1 PearlSnow shall be liable only for direct loss or damage to the extent such loss or damage is legally attributable to PearlSnow under the applicable agreement or mandatory applicable law.
Nothing in these General Terms & Conditions excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory applicable law.
10.2 Subject to Article 10.1 and mandatory applicable law, PearlSnow’s total aggregate contractual liability towards the contracting party arising out of or in connection with an agreement, whether based on contract, tort, indemnity or otherwise, shall not exceed the total net invoice value of the specific agreement giving rise to the claim.
10.3 The existence, availability, scope or amount of insurance maintained by PearlSnow shall not increase, extend or otherwise determine PearlSnow’s contractual liability towards the contracting party.
10.4 To the fullest extent permitted by applicable law, PearlSnow shall not be liable for indirect, consequential or special losses, including loss of:
10.5 The contracting party shall indemnify and hold PearlSnow harmless against third-party claims, losses, liabilities and reasonable costs to the extent they arise from circumstances for which the contracting party, its installer, operator, employees or contractors are responsible, including:
except to the extent the relevant claim is attributable to a defect in a PearlSnow product or another act or omission for which PearlSnow is legally responsible.
10.6 PearlSnow may provide product information, product selection guidance, typical surface-system installation guidance and project-informed recommendations based on information supplied by the contracting party.
Such guidance relates to PearlSnow products and their intended surface-system use and does not constitute site-specific civil, structural, geotechnical, drainage, wind, regulatory or professional engineering services unless expressly included in PearlSnow’s written scope.
Where specialist input is required, the contracting party shall engage suitably qualified local professionals.
10.7 The contracting party shall notify PearlSnow without undue delay of any material third-party claim alleging a defect in a PearlSnow product or seeking to attribute liability to PearlSnow.
The contracting party shall preserve reasonably available evidence and shall not make any admission, settlement or representation on behalf of PearlSnow without PearlSnow’s prior written consent.
11.1 Nothing in an agreement transfers or assigns any PearlSnow intellectual or industrial property rights (“IP Rights”) or grants any licence except where expressly agreed in writing.
11.2 All IP Rights relating to PearlSnow’s products, designs, documentation, specifications, technical information, branding and other materials provided by PearlSnow remain the property of PearlSnow or its relevant licensors.
11.3 PearlSnow retains the exclusive right to register or otherwise protect its IP Rights. Access to PearlSnow information does not create any right of ownership, prior use or other entitlement in favour of the contracting party.
11.4 The contracting party shall not challenge or assist any third party in challenging PearlSnow’s IP Rights and shall not knowingly manufacture, import, distribute, promote or sell products infringing such rights.
11.5 The contracting party shall promptly notify PearlSnow of any suspected material infringement of PearlSnow’s IP Rights which comes to its attention.
11.6 Where the contracting party supplies designs, text, logos, images or other materials for incorporation into PearlSnow products or communications, the contracting party warrants that it is entitled to use those materials and shall indemnify PearlSnow against third-party IP claims arising from their authorised use.
11.7 The contracting party grants PearlSnow an irrevocable, worldwide and royalty-free right to use photographs, video and other imagery of PearlSnow products or installations provided by or on behalf of the contracting party for marketing, promotional, sales, documentation and internal purposes.
11.8 Technical, commercial or other non-public information disclosed by PearlSnow in connection with the cooperation shall be used only for the purposes of that cooperation and shall not be disclosed to third parties except to employees or professional advisers who reasonably need access and are subject to appropriate confidentiality obligations.
12.1 During the term of the agreement and for 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 considered competitive with PearlSnow products, materials or designs.
12.2 The contracting party shall not assist, advise, finance, collaborate with or otherwise support a third party in activities which would breach Article 12.1 if undertaken by the contracting party itself.
12.3 Competitive products include artificial snow systems, dry-slope materials, sliding-surface products and other technologies intended to replicate, replace or provide materially similar functionality to PearlSnow products.
12.4 PearlSnow may waive or limit this Article in writing on a case-by-case basis. Such permission shall not constitute a general waiver.
12.5 This Article protects the know-how and commercial interests shared within the cooperation.
13.1 All offers, orders, agreements and other legal relationships between PearlSnow and the contracting party shall be governed exclusively by the laws of the Netherlands.
13.2 Any dispute arising from or relating to such relationship shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
13.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
14.1 If any provision of an agreement or these General Terms & Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force.
The parties shall, where necessary, replace the invalid provision with a valid provision reflecting its intended commercial purpose as closely as reasonably possible.
14.2 In the event of inconsistency:
Last updated : 5 October 2026
