GENERAL TERMS AND CONDITIONS

1. APPLICATION

1.1.  These General Terms and Conditions shall apply to the Nokian Tyres Affiliated Dealer Program between Dealer and Nokian Tyres, Inc.
1.2. Any arrangements deviating from these General Terms and Conditions shall not be effective unless in writing and signed by the Parties.

2. DEFINITIONS

2.1. “Nokian Tyres, Inc.” (hereafter “Nokian Tyres”) is a company duly organized under the laws of the State of Delaware.  Nokian Tyres is engaged in the business of selling and distributing tire products.
2.2.  “Dealer” is an entity identified for the Affiliated Dealer Program.
2.3. “Nokian Products” shall mean winter and summer tires of Nokian Tyres brand.
2.4. “Program” shall mean the Nokian Tyres Affiliated Dealership Program entered into between Dealer and Nokian Tyres, which Program is intended to promote the Nokian Tyres Affiliated Dealer concept with sellers and retailers of Nokian Products.
2.5  “Requirements” shall mean the requirements defined in section 2 of the Program.

3. NOKIAN TYRES AFFILIATED DEALER CONCEPT

The Nokian Tyres Affiliated Dealer Program is a marketing concept. The objectives of the concept are to:  (i) support retailers by enhancing their sales of Nokian Products; (ii) increase customer loyalty and satisfaction of Nokian Products; (iii) enhance advertising of Nokian Products within the marketplace; and (iv) establish training and support services for retailers who advertise and sell Nokian Products.

4. MARKETING MATERIAL

4.1. As part of the Program, Nokian Tyres will supply Dealer with Nokian-brand related marketing and display materials, point-of-sale material and outdoor display material. The marketing material will be delivered to the Dealer free of charge.
4.2. The marketing and display material shall remain the property of Nokian Tyres.  Dealer shall follow all instructions given by Nokian Tyres in relation to the use of such marketing and display material. The Dealer shall not modify or change the marketing material without the express written consent of Nokian Tyres.
4.3. Nokian Tyres shall have the right, in its absolute discretion, to change the content of the marketing and/or display material.
4.4. The Dealer shall not transfer the marketing and display material to any third party.
 
5. INTELLECTUAL PROPERTY RIGHTS

5.1. Dealer may use the trademarks, trade names and other symbols of Nokian Tyres during the effective Term of Program, and only in connection with the Program and related sales of Nokian Products. Dealer acknowledges that any and all patents, trademarks, copyrights and other intellectual property rights used or embodied in the Nokian Products and/or in the marketing and display material (hereinafter collectively referred to as “Intellectual Property”) shall remain the sole property of Nokian Tyres. Dealer shall not dispute such Intellectual Property ownership in any way. Nothing herein shall grant to Dealer any right, title or interest in the Intellectual Property. At no time during, or after, the Term of the Program shall Dealer challenge, or assist others in challenging, Nokian Tyres’ ownership of the Intellectual Property or the registration thereof.  Dealer shall not attempt to register any trademarks, marks or trade names confusingly similar to those of Nokian Tyres.  Dealer’s right to use Nokian Tyres’ Intellectual Property will cease upon the termination, for any reason, of the Program.
5.2. Dealer shall notify Nokian Tyres, in writing, of any infringement by others of the Intellectual Property owned by or registered to Nokian Tyres. 
 
6. CONFIDENTIALITY

Each of the Parties will keep confidential any information regarding the Program, including any information the Parties receive in connection with the performance of the Program. Each Party shall keep confidential any information of a business or technical nature, including information regarding goods, prices, suppliers and customers.

7. LIMITATION OF LIABILITIES

Neither Party shall, under any circumstances, be liable to the other Party for any indirect, consequential or incidental damages or loss of profits or revenue relating to or arising out of the Program.

8. TERMINATION OF PROGRAM

8.1. Termination.
The Program may be terminated by either Party, for any reason or no reason, by giving the other party written notice thirty (30) days in advance of the intended termination.
8.2. Termination for Cause.
If either Party defaults in the performance of any material condition or expectation of the Program (to include conditions and expectations set forth in these General Terms and Conditions), the non-defaulting Party may give written notice to the defaulting Party that if the default is not cured within fourteen (14) days the Program will be terminated. If the non-defaulting Party provides such notice and the default is not cured during the fourteen (14) day period, the Program shall automatically terminate at the end of said period.
8.3. Termination for Insolvency and Other Events.
The Program shall terminate, without any required notice to the other Party: (i) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings, or any other proceedings for the settlement of such Party’s debts, (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business.
8.4. Termination for Breach of the Program Requirements.
If Dealer fails to comply with Requirements associated with the Program, Nokian Tyres shall be entitled to terminate the Program with immediate effect.  Notice of such termination  shall be provided to Dealer.  There shall be no obligation on the part of Nokian Tyres to allow Dealer to cure.
 
9. EFFECT OF PROGRAM TERMINATION

9.1. Upon termination of the Program, Dealer shall make such disposition of marketing material as directed by Nokian Tyres.
9.2. Upon termination of the Program, Dealer shall cease using or relying upon any Intellectual Property.
9.3. In the event of termination by either Party, neither Party shall be liable to the other for any compensation, reimbursement or damages on account or loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either Party. Termination shall not, however, relieve a Party from any obligation incurred prior the termination.
9.4. The provision of Articles 5, 6 and 9 of these General Terms and Conditions shall survive the expiration or termination of the Program. Additionally, the provisions of Article 7 shall survive for a period of five (5) years following the expiration or termination of the Program.

10. GENERAL

10.1. Non-Assignment, Legal Successors
Neither Party may assign its interest in the Program to a third party, whether in whole or in part, without the prior written consent from the other Party.
10.2. The Program Requirements shall be binding on the legal successors of the Parties.  
10.3. Amendments and Modifications.
Any change to the Program must be in writing, in the form of an amendment sign by the Parties.
10.4. Costs and Expenses.
Unless otherwise agreed to by the Parties, each Party shall bear its own costs and expenses relating to the negotiations, execution and performance of the Program (as well as of any documents referred to therein). Nokian Tyres shall be under no obligation to reimburse the Dealer any costs incurred by Dealer when conducting its duties under the Program.
10.5. Independent Contractor.
Neither Party shall, for any purpose, be deemed to be an agent or employee of the other party. The relationship between the Parties shall be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or make any representations or warranties on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever.