Article 1. Certification and Control

1.1. Any use of the Brand for (or in direct relation with) specifically Ecological Produce is only permitted subject to the prior filing of a certificate, issued by one of the certification bodies to be appointed by the Licensor and recognized by the professional association PROBILA-UNITRAB, certifying the conformity of the Ecological product concerned with respectively the prescription of the ECOGARANTIE® specifications. 

The certificate is only valid for Ecological Produce expressly mentioned on the certificate.

The certification body alone decides on the issue of a certificate, on the basis of the results of the tests it deems useful or necessary.

A certificate can only be withdrawn by the certification body after prior notice for reasonable cause and giving reasonable time for correction. As from the date of notification of such withdrawal, the use of the Brand, mentioned in the notice of withdrawal, is prohibited.

1.2. Any use of the Brand in publications, announcements and communications in general will be submitted for approval to the aforementioned certification body prior to the first distribution.

The certification body can make its approval dependent on certain conditions.

1.3. The certification body can control at any time the way in which the Licensee uses the Brand. Therefore, the Licensee will grant the certification body access to all relevant places, documents and files, pursuant to the prescriptions of the specifications that are applicable to the Licensee. If the Licensor deems it useful, procedures will be established in consultation with the Licensee.

1.4. The Licensee will pay an annual fee to the certification body. The calculation and payment modalities of this fee can be obtained from the certification body.

Article 2. Brand use

2.1. The Licensee will never use the Brand directly or indirectly with respect to other products than Ecological Produce (according to the Brand for which the use right was granted), under penalty of the payment of a flat indemnity of 10.000 EUR per established breach.

2.2. Both within and without his company, the Licensee will organize the use of the Brand so that a normally intelligent customer will not establish a link between the Brand and products other than Ecological Produce.

2.3. The Licensee guarantees the conformant use of the Brand by his personnel and co-workers, and he will use instructions and control procedures to that effect.

Article 3. ECOGARANTIE® Specifications

3.1. The Licensee will comply with all standards, prescriptions and regulations of the ECOGARANTIE® Specifications in so far as they are applicable to him and except for departures from the Specifications authorized in writing by the certification body.

The standards, prescriptions and regulations of the ECOGARANTIE® Specifications can be amended or changed at any time by the Licensor, herein represented by the professional association PROBILA-UNITRAB. These amendments and modifications will be notified to the Licensee in due time.

3.2. The latest issues of the ECOGARANTIE® Specifications are an integral part of this Agreement as Appendix 1 and attached to the Agreement to form a whole with it.

3.3. Without prejudice to the provisions of this Agreement, breaches of the provisions of the ECOGARANTIE® Specifications are punished in the way provided for by the procedures indicated in the Specifications.

3.4. In the event of contradictions between the provisions of the ECOGARANTIE® Specifications and of the Agreement, the Agreement supersedes the Specifications.

Article 4. Royalties – Fines

4.1. For the use of the Brand, subject of this Agreement, the Licensee will pay royalties to the Licensor, the professional association PROBILA-UNITRAB, to which he must be affiliated as mentioned in the specifications. The calculation methods and payment of these royalties are updated and sent to the Licensee every year.

4.2. The Licensee undertakes, every year and within one month, to fill in a form with its contact details and its turnover of the sales of ECOGARANTIE® certified products, sent by PROBILA-UNITRAB on 1st April of the current year, in order to calculate the annual contribution fees and royalties.

4.3. Established breaches of article 4.1. will result in the payment of a flat indemnity equal to 12% of the overdue or unpaid amounts, without prejudice to the licenser’s right to withdraw his right to the use of the label as long as the due royalty has not been paid, main sum and damages included.

4.4. Established breaches of article 4.2. will result in the sending of an invoice based on the turnover reported the previous year, increased by 30% the first year and by 100% the following years. The Licensee will be liable for the difference if this amount is lower than the amount due.

Article 5. Obligations of the Licensor

5.1. The Licensor will pay all duties with respect to the Brand on their due date and will do everything required in order to maintain the validity of these intellectual property rights.

5.2. The Licensor has the right to change the Brand in so far as this appears necessary to prevent all breaches of possible third party Brands.

5.3. The Licensor will take all necessary action in order to counter any breaches of his intellectual property right of the Brand. 

In so far this is possible, the Licensee will assist the Licensor in preventing third parties from forging the Brand or from using it illegally. Therefore, the parties will consult each other and cooperate. The Licensee will inform the Licensor of any breach of the Brand he becomes aware of.

5.4. The fact that third parties use or intend to use the Brand without authorization in itself will not harm the validity of the Agreement.

Article 6. Duration

The Agreement is entered into force for a period initiating at the date of signature and ending at the 31rst December of the same year. After this period, it will tacitly be renewed, each time for a one-year period, except if one of the parties informs the other party, by registered mail, with a three-month period of notice before the end date, of its intent not to extend the Agreement (anymore).

Article 7. Early termination

7.1. Without prejudice to its right to damages, each party can terminate the Agreement before the end date, without prior notice, by registered mail, in the event of serious misdemeanor committed by the other party that is not remedied within 15 days after the sending of a written summons.

7.2. Is considered as “serious misdemeanor”, any substantial shortcoming that shakes the trust in such a way that any further cooperation becomes reasonably impossible. This includes a/o any breach of the provisions of article 2, article 4.1., article 4.2. and article 8 of the Agreement.

Article 8. Transfer – Sub-licences

The rights and obligations resulting from the Agreement cannot be transferred or sub-licensed to third parties by the Licensee without the prior approval in writing of the Licensor.

Article 9. Amendments

Amendments to this Agreement will be appended to this Agreement in an addendum undersigned by both parties.

Article 10. Tribunals

Any dispute arising from the present Agreement will be settled exclusively by the courts and tribunals of RPR Gent, section Kortrijk in Belgium.