Goodyear Terms and Conditions

Goodyear Terms and Conditions

For clarity, these Goodyear Terms and Conditions are intended to only apply to Purchasers that purchase Products from Tyremax and that are wholesalers or retailers of tyres.

Unless the context requires otherwise, capitalised terms used in these Goodyear Terms and Conditions have the meaning given to them in clause 14.

No sale of Products outside New Zealand

The Products are supplied on the condition that you must not resell the Products:

outside New Zealand;
to any person which does not reside or is not doing business in New Zealand; or
to any person you know or have reason to believe intends to resell the Products outside of New Zealand.

Goodyear Brand
- You must comply with the Goodyear brand guidelines that are provided to you by Tyremax, as updated from time to time (the Brand Guidelines) and any lawful instructions relating to those Brand Guidelines issued to you by Tyremax from time to time, including in relation to:
  - any place of business in New Zealand where you sell or resell the Products, corporate signage and facilities, interior signage and other related materials for any business activities in connection with the Products; and
  - any marketing, advertising and/or promotional goods and/or materials relating to any activities conducted by you in relation to the Products, such as but not limited to sales promotion activities, advertising activities, and digital activities.
- You must not engage in any conduct or say anything (whether defamatory or otherwise) which maybe disparaging or harmful to or bring into disrepute the reputation of Goodyear, any Goodyear Related Company, the Brands or the Products.
- If you fail to comply with the Brand Guidelines or any related lawful instructions issued to you by Tyremax from time to time, and Tyremax instructs you to cure such non-compliance you must take, at your own cost and expense, such measures as are necessary to cure such non-compliance within 10 Business Days of that instruction.
Sales promotion and advertising
- You must, at your own expense, use reasonable endeavours to promote and maximise sales of the Products to your customers and prospective customers within New Zealand in accordance with these Terms and Conditions.
- You must ensure that any advertising you undertake in relation to your obligations under these Goodyear Terms and Conditions will not bring Goodyear’s brand or the Products into disrepute.
- You must ensure that your advertising of the Products complies with the laws of New Zealand (including the New Zealand Consumer Law) and, without limiting the foregoing, will contain no misleading or deceptive elements and that you will be solely liable for the contents of such advertising.
- You must immediately, upon notice from Tyremax, withdraw any advertising or marketing of Products to which Tyremax objects and which is in breach of these Goodyear Terms and Conditions.
- You must comply with any policies and guidelines provided to you by Tyremax around the use of Goodyear’s Intellectual Property Rights on any web pages, websites, and social media as well as the laws of New Zealand. You must not use any of Goodyear’s Intellectual Property Rights on any social media, domain name, URLs, websites, or web pages, without prior written approval from Tyremax.
Intellectual Property
- You must promptly and fully notify Tyremax of any actual, threatened or suspected infringement of, or any actions, claims or demands or proceedings in relation to, any of the Goodyear Intellectual Property Rights which may come to your attention.
- You must:
  - not cause or, where preventable, permit anything to be done (or not done, as the case may be) which may damage or endanger the Brands and Goodyear’s Intellectual Property Rights;
  - not in any way alter the labelling of the Products as supplied by Tyremax unless such alterations are first approved by Tyremax in writing;
  - subject to clause 4(b)(ii) not alter, remove or in any way tamper with Goodyear’s trademarks or numbers on the Products or affix any other trademark, logo or other mark on any Product or on any labels on or of any Product;
  - not use any trademark of Goodyear so as to prejudice its distinctiveness or validity or the goodwill of Goodyear in it;
  - only use the Brands:
    - in the form in which they are registered;
    - in accordance with the Brand Guidelines to the extent the Brands are unregistered; or
    - in such other form approved by Tyremax prior to the relevant use commencing;
  - not, without Tyremax’s prior written approval, in any way use the Brands or name or any part of the name or any logo or get-up of Goodyear or the trade names or any part of the trade names of any of the Products:
    - on or in connection with any product other than the Products;
    - in any of your names (including any company, trading, business or domain names) or logos;
  - not use in New Zealand any trademark or trade name so resembling any trademark or trade name of Goodyear as to be likely to cause confusion or deception; and
  - ensure that all references to, and use of, any Brands and Goodyear Intellectual Property Rights are approved by Tyremax and contain an acknowledgement, in a form approved in writing by Tyremax, of Goodyear’s ownership of them.
- You are only permitted to use the Brands and any Goodyear Intellectual Property Rights, and any labels, user documentation and other literature supplied to you by Tyremax in connection with the Products, insofar and to the extent strictly required to meet the obligations set out in these Goodyear Terms and Conditions in relation to the normal course of advertising, marketing, distribution, and sales of the Products.
- You must obtain prior written approval from Tyremax for the use of the Brands on any new marketing and advertising materials for Products where such Brand use is not in the same or substantially the same manner as the use of the Brands in advertising or marketing of Products which has been previously approved by Tyremax.
- You must not use any Goodyear trademarks as part of your company name, any trading or business name, URL or domain name or trading style, and must not and ensure your employees and agents do not hold themselves out as being employees or agents of Goodyear.
- Upon receiving a request from Tyremax to cease use of any Goodyear trademark, which could raise intellectual property concerns, whether or not such use was previously approved by Tyremax, you agree, to immediately comply with Tyremax’s request and cease such use.
- You recognise and acknowledge:
  - the great value of the goodwill associated with the Goodyear trademarks used on the Products and acknowledge that such trademarks and all rights and goodwill in those trademarks belong exclusively to the Goodyear Company or its affiliate; and
  - the validity of the trademarks used on the Products and agree that you must not challenge such validity, register any relevant trademarks and/or challenge the ownership of such trademarks by the Goodyear Company or its affiliate.
- Compliance with laws

You must:

Obtain and maintain in force at your own cost all permits, approvals, authorisations, authorities, licences and consents (if any) of all regulatory authorities which are or may be necessary or advisable in connection with the sale of the Products; and
comply with all applicable laws and regulations relating to the importation, transportation, distribution, storage, marketing, offer for sale and sale of the Products within New Zealand, except where such laws or regulations relate solely to the nature or method of manufacture or labelling of the Products.

Reporting

You must:

inform Tyremax of all complaints relating to the Products and provide Tyremax with all relevant available evidence and other information relating to the complaints and forward to Tyremax for examination representative samples of the Products in respect of which complaints have been made together with full identification of such Products including product reference numbers; and
keep accurate records and accounts, in accordance with good accountancy practice in New Zealand in respect of the purchase from Tyremax and the sale to your customers of the Products.

Representations
- You must:
  - not make purchases or sales on behalf of Goodyear or in any way purport to do so, and must in all relevant correspondence and other dealings relating directly or indirectly to the sale of the Products clearly indicate that you are acting on your own behalf, and must not in any circumstance do any act or thing which may cause you to be taken by third parties to be an agent of Goodyear; and
  - at your own cost and expense ensure that all reasonable instructions of Tyremax as to care for and storage of the Products are complied with and that the Products are stored safely and securely while in your possession or control.
- The products come with the guarantees that cannot be excluded under the New Zealand Consumer Law. Subject to your obligations to consumers under the New Zealand Consumer Law, you must not make any additional representation or give any express warranty in relation to the Products unless the representation or warranty is either in a standard form provided to you by Tyremax or in advertising material which has been supplied to you by Tyremax or has otherwise previously been approved in writing by Tyremax.
Confidentiality

You must, and must procure that your officers, employees and agents, preserve the confidentiality of all commercial and other information relating to the Products (including these Goodyear Terms and Conditions) which is provided to you, or which comes to your attention in your performance of these Goodyear Terms and Conditions, including all know-how, customer lists, specifications and pricing information relating to the Products (Confidential Information). You must not through any failure to exercise all due care and diligence or otherwise by any act or omission disclose or cause or permit to be disclosed any Confidential Information to any third parties except:

to the extent such disclosure is strictly necessary to enable you to perform or comply with any of your obligations under these Goodyear Terms and Conditions; or
to the extent that there is an irresistible legal requirement on you to do so; or
where the information has come into the public domain otherwise than through a breach of any of these terms and conditions.

Ethical Business Practices and Anti-Bribery Policy
- You must comply with all applicable laws, rules and regulations, and must not do anything that will cause Goodyear or any Related Company or affiliate of Goodyear to be in violation of any law, guideline or regulation of Australia, Singapore, the United States of America or any other country, including but not limited to the O.E.C.D. Convention on Combating Bribery of Foreign Public Officials in International Transactions, the United Nations Convention Against Corruption and the U.S. Foreign Corrupt Practices Act.
- You must read and ensure you are fully aware of and understand the provisions of the Goodyear Company’s Anti-Bribery Policy that is published on the Goodyear corporate website, the link to which at the date these Goodyear Terms and Conditions are provided to you is https://corporate.goodyear.com/us/en/investors/governance/documents-charters/anti-bribery-policy-documents.html, as may be amended from time to time.
- You confirm that in selling the Products neither you nor any person or firm acting for you will offer or pay any money or anything of value to a Government Official or any other person for the purpose of obtaining or retaining business.
- You agree that in performing your obligations under these Goodyear Terms and Conditions (including any sale of the Products or related activities) neither you nor any of your officers, directors, partners, stockholders, employees or agents, nor any person or firm acting for you, will offer, pay, promise to pay or authorize the payment of any money or any other thing of value to any Government Official or to any other person while knowing that all or a portion of such money or thing of value will be offered or given directly or indirectly to any Government Official for any of the following prohibited purposes:
  - to influence an act or decision of such Government Official in his, her or its official capacity;
  - to induce such Government Official to do or omit to do any act in violation of the lawful duty; or
  - to induce such Government Official to use his, her or its influence with a government or government agency.
- Termination of Goodyear arrangement

Upon the expiration or termination for any reason of your agreement with Tyremax, you must:

cease to use Goodyear’s Intellectual Property Rights (including domain names) granted under these Goodyear Terms and Conditions, if any; and
at your own cost, remove all signs and trade names bearing any of Goodyear’s Intellectual Property Rights granted under these Goodyear Terms and Conditions or indicating that you are a purchaser of the Products,

unless you are otherwise lawfully permitted to do so.

Ceasing or suspending supply of Products for breach

You acknowledge and agree that if you fail to comply with any requirement of these Goodyear Terms and Conditions (including if your breach is capable of remedy, failing to remedy that breach within any remedy period specified in any written notice given to you by Tyremax), then Tyremax may at its discretion cease or suspend the supply of Products to you.

General
- Where any matter under these Goodyear Terms and Conditions requires Tyremax’s prior written consent or approval or requires Tyremax to make a decision, you acknowledge that Tyremax may provide or withhold that consent or approval or make its decision at Tyremax’s sole and absolute discretion acting reasonably.
- Your obligations under these Goodyear Terms and Conditions are for the benefit of Tyremax and are intended to be enforceable by Tyremax.
Loss

Any losses suffered by Tyremax to Goodyear that result from your breach of these Goodyear Terms and Conditions must not be considered indirect or consequential losses regardless of how they might otherwise be characterised under general law.

Definitions

In these Goodyear Terms and Conditions, unless the context requires otherwise:

Brands means:

the word GOODYEAR whether represented in plain font or in stylised form including as including any registrations of that mark from time to time in New Zealand; and
any brands and sub-brands (including any new brands developed by Goodyear or the Goodyear Company) notified to you by Tyremax, Goodyear or the Goodyear Company from time to time; and
any other brands and trade marks appearing on the Products or used in relation to any Products by Goodyear or the Goodyear Company from time to time.

Business Day means a day on which registered banks are open for general banking business, other than a Saturday, Sunday or public holiday, in Auckland, New Zealand.

Brand Guidelines has the meaning given to it in clause 2(a).

Confidential Information has the meaning given to it in clause 8.

Goodyear means Goodyear & Dunlop Tyres (NZ) (NZ company number 1060).

Goodyear Company means the Goodyear Tire & Rubber Company (US registered).

Goodyear Intellectual Property Rights means any Intellectual Property Rights, whether such rights or forms of protection are owned by or licensed to Goodyear relating to the business of Goodyear, the business of the Goodyear Company, the Products and/or to any associated or accompanying Product literature and documentation.

Government Official includes any of the following individuals:

any officer or employee of any federal, regional or local government, government agency, or state-owned or state-controlled enterprise;
any person acting in an official capacity for or on behalf of any such entities identified in paragraph (a) above; or
any official of a political party, or candidate or nominee of any political party or for any position with any entity identified in paragraph (a) above, or any public international organization.

Intellectual Property Rights means trademarks, rights in domain names, copyright, patents, registered designs, plant variety rights, circuit layout, rights in computer software, databases, data, lists, rights in inventions, confidential information, know-how and trade secrets, operating manuals, quality manuals, business names, trade names, logos, brands, branding indicia, colour-schemes, store, product and packaging get-ups and all other intellectual property and rights in the nature of intellectual property rights, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, including the goodwill associated with any of the foregoing and all rights of action, powers and benefits in respect of the same.

New Zealand Consumer Law means the Consumer Guarantees Act 1993.

Products means any Goodyear products that you purchase from Tyremax.

Related Company has the meaning given to it under section 2(3) of the Companies Act 1993 provided that a reference to company in that section will refer to any company or body corporate, notwithstanding the jurisdiction of incorporation or establishment of the relevant company or body corporate.

Tyremax means Tyremax Limited Partnership (or its successors or assigns).

Purchaser, you or your means you the customer.