1. Definitions and Interpretation.
1.1. In these terms and conditions of sale of RSN.UK Limited the following words and expressions shall have the following meanings:
"Conditions” means the terms and conditions of sale set out in this document, subject to any variation agreed in accordance with Condition 2.3. “Contract” means the contract between Riedel and the Customer for the sale and purchase of the Goods in accordance with the Contract Documents. "Contract Documents” means in relation to each Contract:
(a) these Conditions;
(b) the Order Confirmation;
(c) the Delivery Note; and
(d) any other document, signed by a duly authorised representative of each of Riedel and the Customer, that expressly provides that it is a Contract Document for the purposes of the Contract, and “Contract Document” shall mean any one of them.
"Contract Price” means the total price for the Goods (including VAT and delivery charges (if applicable)) as set out in the relevant Order Confirmation.
"Customer” means the corporation, partnership, sole trader, company or other entity, who has entered into the Contract with and purchases the Goods from Riedel. "Delivery Note” means the note signed by the Customer when the Goods are delivered.
"Force Majeure” means the occurrence of any circumstance or event beyond the reasonable control of Riedel or any of its suppliers. Without prejudice to the generality of the definition, an event of Force Majeure may include any of the following:
(a) an event or threat of war, act of terrorism, civil disturbance or requisition; or
(b) an act of God, flood, tempest, fire or accident; or
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any agency, governmental, parliamentary or local authority; or
(d) import or export regulations or embargoes; or
(e) strikes, lock outs or other industrial actions or trade disputes (whether involving Riedel’s employees or employees of a third party); or
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery or increases in the costs of the same; or
(g) power failure or breakdown in machinery; or
(h) foreign exchange fluctuations and currency regulation; or
(i) any change in delivery dates, quantities or specifications for Goods requested by the Customer.
"Goods” means the goods or services (or any part of them) specified in the Order Confirmation.
"Intellectual Property" means any and all copyrights, patents, design rights, trade marks (including without limitation the Trade Marks), database rights, names, signs, logos, symbols, photographs, videos and all other intellec- tual property rights, whether registered or unregistered, owned by Riedel or its licensors.
“Order” means the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer's written acceptance of Riedel's quotation, or overleaf, as the case may be. "Order Confirmation" means an order confirmation document issued by Riedel to the Customer agreeing to fulfil an Order.
"Riedel" means RSN.UK Limited (company number 01418281) whose registered office is Lakeside House, 3 Trentham Office Village, Bellringer Road, Trentham Lakes South, Stoke on Trent, ST4 8GH, UK.
"Special Orders" means an Order for Goods not featured in Riedel’s standard price books including Goods produced to the Customer’s specification or altered in accordance with the Customer’s requirements.
"Trade Marks" means those marks and logos advised by Riedel to the Customer from time to time including the words "Riedel”, “Nachtmann” and “Spiegelau”.
"Writing" means facsimile transmission, electronic communication and comparable means of communication and "written" shall be construed accordingly.
1.2. All references herein to Conditions are references to these Conditions unless otherwise specified.
2.1. These Conditions apply to the Contract to the exclusion of any other terms and conditions stipulated or referred to by the Customer or which the Customer otherwise seeks to apply, or which are implied by trade, custom, practice or course of dealing.
2.2. Any terms and conditions (whether express or implied or imputed by custom or course of dealing) upon which the Customer and Riedel have previously entered into contracts shall not apply, unless expressly incorporated in the Order Confirmation.
2.3. These Conditions may only be varied or supplemented at the express written instigation, or with the express written permission, of Riedel.
2.4. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. A quotation for the Goods given by Riedel will not constitute an offer. A binding contract (incorporating these Conditions), under which Riedel will supply and the Customer will buy the Goods, will be formed on the issue by Riedel of the Order Confirmation.
2.5. Each Order shall be deemed to be a separate offer by the Customer to buy the Goods, which Riedel shall be free to accept or reject at any time without reason at its absolute discretion. No Order shall be deemed to be accepted by Riedel until it issues an Order Confirmation or (if earlier) Riedel delivers the Order to the Customer.
2.6. The acceptance of an Order or performance of deliveries by Riedel may not be regarded as the grant of any entitlement to future deliveries or to any exclusivity whatsoever.
2.7. Any Orders placed are binding on the Customer. However, the Customer may modify an Order within 5 (five) days of placing it by Written notice to Riedel provided that Riedel has not issued the Order Confirmation by this time.
2.8. The Goods are described in the specification provided to the Customer.
2.9. Without prejudice to Condition 2.5, Riedel reserves the right to (i) accept Orders only with respect to amounts that from Riedel’s experience correspond with usual quantities ordered by entities of comparable size to the Customer and/or (ii) make any alterations, which it considers reasonable in the specification or materials used in the Goods whether before or after the making of the Contract in order to enable Riedel to pursue its policy of continuous improvement of its products. Any samples, drawings, descriptive matter or advertising produced by Riedel and any descriptions or illustrations contained in Riedel’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.10. Special Orders require a minimum deposit of 50% of the Contract Price payable in advance in accordance with Condition 7.2. Special Orders cannot be combined with any other Orders to meet order minimums, unless otherwise agreed in Writing by Riedel. Quantities of Special Orders can be ordered in full master packs only. No returns or cancellations on Special Orders are permitted.
2.11. Customized packaging is subject to a separate packaging agreement, which shall be separately negotiated and agreed between the parties.
2.12. Where the Goods involve any services to be provided by Riedel to the Customer:
(a) such services shall be supplied in accordance with the relevant service specification;
(b) Riedel shall use all reasonable endeavours to meet any performance dates specified in the Contract Documents, but any such dates shall be estimates only and time shall not be of the essence for the performance of any such services;
(c) Riedel reserves the right to amend the relevant service specification to comply with any applicable law or regulatory requirement; and
(d) Riedel warrants to the Customer that such services will be provided using reasonable care and skill.
3.1. Unless otherwise stated in the Order Confirmation, Riedel will be responsible for arranging the delivery of the Goods to the Customer to the location specified in the relevant Order or such other location as the parties may agree, title and risk in which shall pass to the Customer in accordance with Condition 4. below.
3.2. Dates or periods for delivery set out in any Contract Document are approximate and are given for information purposes only. Time for delivery is not of the essence and late delivery of any Goods shall not constitute a breach of Contract and shall not entitle the Customer to avoid the Contract or to any other remedy.
3.3. Riedel may deliver Orders by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel the overall Contract or any other instal- ment.
3.4. If the Customer fails to take or accept delivery of the Goods on the delivery date notified to the Customer by Riedel and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, Riedel shall notify the Customer that it intends to store or arrange the storage of the Goods on its behalf, whereupon Riedel shall be deemed to have been authorised by the Customer so to do, and on the giving of such notice (i) risk in the Goods will pass to the Customer, (ii) delivery of the Goods will be deemed to have taken place, and (iii) the Customer will be deemed to have accepted the Goods as to quality, specification and condition. The Customer will promptly reimburse Riedel in respect of all costs and expenses including storage and insurance charges arising from such failure to take or accept delivery.
3.5. If 10 (ten) business days after Riedel has notified the Customer that the Goods were ready for delivery, the Customer has not taken delivery of them, Riedel may resell or otherwise dispose of part or all of the Goods.
3.6. All Goods are shipped in brown master packs. The master pack is to protect the Goods only and is not designed to be used as shippable outer carton. Any other use of this master pack, in particular, its use for shipping, is at the sole responsibility and at the risk of the Customer.
3.7. If Riedel delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them. The quantity actually delivered is to be paid for in full in all cases and, on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4. Passing of Risk and Title.
4.1. Risk in the Goods shall pass to the Customer when:
(a) in the case of Goods to be delivered at the Customer’s premises, the Goods are dispatched from Riedel`s premises;
(b) in the case of Goods to be delivered at Riedel’s premises, Riedel notifies the Customer that the Goods are available for collection; or
(c) Riedel gives notice to the Customer as permitted in Condition 3.4.
4.2. Title to the Goods shall not pass to the Customer until the earlier of:
(a) Riedel receiving payment in full (in cash or cleared funds) for the Goods and any other goods that Riedel has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 4.4.
4.3. Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Riedel’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Riedel immediately if it becomes subject to any of the events listed in Condition 5.1; and
(e) give Riedel such information relating to the Goods as Riedel may require from time to time.
4.4. Subject to Condition 4.5., the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Riedel receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as Riedel’s agent; and
(b) title to the Goods shall pass from Riedel to the Customer immediately before the time at which resale by the Customer occurs.
4.5. If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Condition 5.1., then, without limiting any other right or remedy Riedel may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) Riedel may at any time (i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
5. Riedel’s Termination Rights.
5.1. Without prejudice to its other rights and remedies, Riedel shall be entitled to demand immediate payment of all outstanding amounts and immediately terminate wholly or in part any or every Contract between itself and the Customer or suspend any further deliveries under any Contract on the occurrence of any of the following events:
(a) any debt due and payable by the Customer to Riedel is unpaid, or the Customer fails to provide any letter of credit, bill of exchange or any other security required by the Contract Documents or the Customer is otherwise in breach of any of its obligations under the Contract Documents;
(b) the Customer fails to take or accept delivery of any of the Goods under any contract between it and Riedel (other than in accordance with any rights the Customer has to refuse to take or accept delivery under the contract in question);
(c) the Customer becomes insolvent or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or enters into any composition or arrangement (including a voluntary arrangement) with its creditors or, has passed a resolution for voluntary winding up except where solely for the purpose of reconstruction, or if a petition has been presented for an order for its winding up or for a receiver (which expression shall include an administrative receiver) or administrator to be appointed or if any such order or appointment is made or if, being an individual or partnership, the Customer suspends payment of his or their debts in whole or in part or if an application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if the Customer, whether or not a body corporate, shall carry out or be subject to any analogous act or proceedings under any law;
(d) the Customer ceases or intends to cease to carry on business;
(e) the Customer, being a company, experiences a change of control, which in Riedel’s reasonable opinion (i) could lead to the Customer being unable to fulfil its obligations under this or any other contract then in force with Riedel or (ii) causes detriment to Riedel;
(f) the Customer pledges or in any way charges by way of security any of the Goods, which remain the property of Riedel in accordance with the terms of the Contract Documents or purports or attempts so to do; or
(g) Riedel believes that any of the above is likely to occur.
5.2. Riedel shall be entitled to exercise its rights of termination or suspension under Condition 5.1. at any time during which the event giving rise to such rights is continuing and has not been remedied and, in the event of a suspension, Riedel shall be entitled, as a condition of resuming delivery under any contract between it and the Customer, to require prepayment of, or such security as it may require for the payment of, the price of any further goods.
5.3. No waiver by Riedel of any breach of the Contract Documents by the Customer will be considered as a waiver of any subsequent breach of the same or any other provision.
6.1. The Contract Price shall be the total amount set out in the Order Confirmation, or, if no price is quoted, the price set out in Riedel's published price book in force at the date of delivery.
6.2. Riedel shall be entitled, upon giving written notice to the Customer, at any time before delivery of the Goods, to adjust the Contract Price to reflect any increase in the cost of supply of the Goods is due to any event of Force Majeure, any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification, or any delay caused by any instructions of the Customer or failure of the Customer to give Riedel adequate and timely instructions or information.
6.3. Riedel will issue all invoices in the currency specified in the Order Confirmation.
7. Terms of Payment.
7.1. Payment for the Goods shall be made only by electronic bank transfer to the bank account specified by Riedel from time to time and as otherwise specified in the Contract Documents.
7.2.The Customer will pay Riedel the Contract Price in full and clear funds without deduction within 30 (thirty) days of the date of the invoice notwithstanding that delivery of the Goods may not have taken place and/or that the title to the Goods has not passed to the Customer. In the case of Special Orders, a deposit of not less than 50% of the Contract Price will become due for payment on Riedel’s receipt of the relevant Order, with the remaining balance due within 30 (thirty) days of such date. Payment will be deemed to have been made when cleared funds for the Goods are received in full in Riedel’s bank account. The time for payment of the Contract Price shall be of the essence.
7.3. In the event that payment is made by the Customer in any currency other than the currency specified in the Order Confirmation, the Customer shall bear the exchange rate risk and shall not obtain title to the Goods until funds in the currency specified in the Order Confirmation are received in Riedel’s bank account in respect of the total of all amounts outstanding from the Customer.
7.4. In the event of default or late payment by the Customer, Riedel shall be entitled, without prejudice to any other right or remedy, to charge the Customer interest on the amount unpaid at the rate of 4% above the Bank of England base rate, which shall accrue on a daily basis from the date due until payment in full is made.
7.5. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Riedel may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Riedel to the Customer.
8. Notice of Defects, Warranties and Limitations.
8.1. Subject to the provisions of these Conditions, Goods supplied by Riedel will, at the date of delivery, conform in all material respects with any specification and standard specified in the Contract Documents. Any defects or non-conformance must be notified to Riedel in Writing in accordance with Condition 9.1. within 14 (fourteen) days of delivery of the Goods in accordance with Condition 3. and in any event prior to their use or re-sale, including a detailed description and photos of the defects or the non-conformance; otherwise, the Goods will be deemed to have been accepted.
If the Goods are not materially in conformance with the Contract Documents and the Customer has given notice of defect or non-conformance pursuant to this Condition 8.1. (to the exclusion of any other remedy that the Customer may have in respect of the Goods):
(a) if Riedel and the Customer agree, the Customer shall accept the Goods at an agreed discounted value or the Goods shall be made good at Riedel’s expense; or
(b) if, within 21 (twenty-one) days of the Customer giving notice to Riedel under Condition 8.1., Riedel and the Customer do not so agree, the Customer may return the Goods at Customer's cost and risk to Riedel whereupon Riedel shall, at Riedel’s option, either:
(i) if any payment has been made, refund the Customer or, if Riedel so decides, give the Customer credit for the invoice price of the defective or the non-conforming Goods (including the original, but not the return, cost of delivery).
(ii) replace the Goods by delivering replacement Goods to the original place of delivery as soon as may be reasonably practicable.
8.2. Riedel shall not be liable for the Goods' failure to comply with the warranty set out in Condition 8.1. in any of the following events:
(a) the defect arises or damage is caused as a result of Force Majeure;
(b) the Customer makes any further use of such Goods after giving notice in accordance of any defect or non-conformance;
(c) the defect arises because the Customer failed to follow Riedel’s oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;
(d) the defect arises as a result of Riedel following any drawing, design or specification supplied by the Customer;
(e) the Customer alters or repairs such Goods without the written consent of Riedel;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g) the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.3. Except as provided in this Condition 8., Riedel shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Condition 8.1.
8.4. Without prejudice to the provisions of Condition 8.1. and the commitments regarding compliance of the Goods to the relevant specification, any condition, warranty, statement or undertaking as to the quality of the Goods or their fitness or suitability for any purpose however or whenever expressed or which may be implied by statute (including the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and Sections 3, 4 and 5 of the Supply of Goods and Services Act 1982), custom of the trade or otherwise is hereby excluded, except to the extent that such exclusion is prevented by law.
8.5. Subject to Conditions 8.1. and 8.6.:
(a) Under no circumstances shall Riedel be liable to the Customer for any loss, damage or expense incurred or suffered (including, but without limitation, loss of profit, revenue or goodwill or any indirect or consequential loss) howsoever arising out of or in connection with the Contract, whether in contract, tort (including negligence) or breach of statutory duty other than as set out in Condition 8.1.; and
(b) Riedel’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods and shall in no event include any incidental or consequential damages of any kind.
Nothing in this Condition 8.5. affects the provisions of Condition 8.6.
8.6. Riedel shall only be liable for damage to the extent that the damage was caused by Riedel by gross negligence or wilful intent. Liability for slight negligence is excluded. Nothing in the preceding sentence or otherwise in the Contract Documents shall limit or exclude Riedel’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for Riedel to exclude or restrict its liability.
8.7. Decorations of any and all kind, that have not been made or commissioned by Riedel, such as engravings, silk-screenings etc., are at the sole responsibility and risk of the Customer. Riedel and its affiliated companies will not be responsible and shall be excluded from any warranty whatsoever, especially but not limited to that heavy metals or other dangerous materials are applied, or if the material used is not water-resistant or dishwasher-proof. Customer shall indemnify and hold Riedel and its affiliated companies harmless from any and all claims, suits, losses, damages, demands, injuries and expenses (including reasonable attorney`s fees) arising out of or related to any claims made against Riedel based on any decorations (such as engraving, silk-screening, etc.) made to the Goods by or on behalf of the Customer.
8.8. In the event that any Goods are made or supplied to the Customer's own specification or where standard Goods of Riedel are altered in accordance with the Customer's instructions:
8.8.1. the Customer warrants and undertakes full responsibility, not only for the suitability and fitness of the specification, but that such specification does not infringe any proprietary right of any third party, and the Customer shall indemnify Riedel and its affiliated companies in full against any loss, damage or expense whatsoever (including costs), which Riedel or its affiliated companies may incur arising from the performance of the Contract by reason of any infringement of any such proprietary rights;
8.8.2. Riedel reserves the right without any liability to change the Customer's specification as required to ensure that the Goods comply with any health, safety or other statutory requirement or provision.
8.9. Conditions 8.4., 8.5., 8.7., 9.1. and 19.1. to 19.4. (inclusive), and such other provisions that by their nature are intended to survive termination, shall survive the termination of the Contract for whatever cause.
8.10. “Riedel”, “Spiegelau” and “Nachtmann” branded glasses sold by Riedel are dishwasher-proof in accordance with their respective specifications. In case of eventual glass clouding, if any, notwithstanding Condition 8.1., Riedel grants a limited warranty for 2 (two) years as of the date of production of the respective Goods (bottom stamp). Mechanical damages of any kind to the surface shall be excluded from such warranty. Riedel shall, at its option, repair or replace such defective Goods or refund the price of the defective Goods if:
(a) the Customer notifies Riedel in Writing during the warranty period within a reasonable time of discovery that some or all of the branded Goods do not comply with the warranty set out in this Condition 8.10.; and
(b) Riedel is given a reasonable opportunity to examine the branded Goods; and
(c) the Customer (if required by Riedel) returns such Goods to Riedel's place of business at the Customer's cost and risk.
Riedel shall not be liable for the branded Goods failure to comply with the warranty in this Condition 8.10., if the events in Condition 8.2. (a) to (g) apply.
9. Acceptance of Goods and Returns.
9.1. The Customer shall be deemed to have accepted the Goods from the point of delivery or deemed delivery as provided in Condition 3. unless, in the case of a defect in the quality or state of the Goods or the Goods other- wise not conforming with the Contract Documents, which defect or non-conformance was apparent upon inspection or testing of the Goods (or would have been had a careful inspection or reasonable test been carried out), the Customer gives Riedel a notice specifying such defect or non-conformance within 14 (fourteen) days after receiving the Goods and in any event prior to their use or re-sale and, after doing so, gives Riedel a reasonable opportunity to inspect or test the Goods before they are used or resold.
9.2. The Customer acknowledges that for technical reasons and because of the materials used in the course of the production of glass products, deviations of products of the same series may occur, in particular with respect to size, weight, ovality or the vertical axle according to the respective technical drawings, which cannot be influenced by Riedel. Such deviations in Goods (particularly in comparison to earlier deliveries of the same type of Goods) will therefore not constitute any defect.
9.3. Unless the Goods are found to be defective under Condition 8.1., 8.9. or 9.1., no Goods may be returned to Riedel without its prior agreement. Special Orders or Goods that are engraved, decorated or personalized in any other way may not be returned. Riedel will not normally grant such agreement, unless special circumstances apply and only then, on the condition that the returned Goods must be part of the current collections currently offered for sale by Riedel and in mint, resalable condition, packed in the original undamaged boxes and in the original sealed master packs. Returns must be shipped within 30 (thirty) days after having received Riedel’s written prior approval. Any returns not in conformity with the foregoing may be refused by Riedel. Subject thereto, if Riedel expressly agrees that the Goods may be returned and such Goods are not considered to be defective under Condition 9.1. on inspection by Riedel, the Customer will pay to Riedel an amount equal to 20% of the Contract Price to cover Riedel’s costs of re-stocking.
9.4. In respect of all returns made under Condition 9.3., the Customer shall redeliver the Goods to a delivery point designated by Riedel, and shall be responsible for all freight and insurance costs and shall bear the risk in the Goods until returned to Riedel in accordance with the terms hereof.
10. Cancellation and Assignment.
10.1. The Customer shall have no right to cancel the Contract without the consent of Riedel, which, if given, may be given on any terms that Riedel thinks fit in its absolute discretion. The Customer shall indemnify Riedel against any loss, cost, expense, liability, claim or damage, which Riedel incurs or suffers arising out of or in connection with such cancellation. No such cancellation shall be effective unless agreed in Writing by an authorised representative of Riedel.
10.2. Without the prior written consent of Riedel, the Customer shall not assign the benefit of all or any part of its rights or sub-contract the performance of all or any part of its obligations under the Contract.
11. Force Majeure.
11.1. Riedel shall not be deemed to be in breach of this Contract or otherwise liable to the Customer for delay in performing or failure to perform any of its obligations under the Contract if and to the extent that such delay or failure results from an event of Force Majeure.
11.2. Following the occurrence of an event of Force Majeure, delivery times and periods shall be prolonged accordingly.
11.3. For the avoidance of doubt, the provisions of this Condition 11. also apply where the event of Force Majeure affects any of Riedel’s suppliers.
11.4. Nothing in this Condition 11. affects the agreed payment terms.
11.5. If any Force Majeure event persists for a continuous period in excess of 3 (three) months Riedel shall be entitled to terminate the Contract by giving at least 30 (thirty) days’ written notice to the Customer.
In the event that, for any reason, any provision or part-provision in any of the Contract Documents is held to be or becomes void, unenforceable or otherwise invalid or illegal, any Contract, which incorporates any such Contract Document shall otherwise continue to be fully binding and all the other provisions of the Contract Document, and the remainder of any provision where the effect of some part of it is held to be void, unenforceable or otherwise invalid or illegal, shall remain fully effective.
13. Intellectual Property.
13.1. Riedel or Riedel`s licensors hold any and all rights, titles, good-will, and interest of any nature whatsoever, including but not limited to any and all intellectual property rights, in particular copyrights, trademarks, trade secrets, patent rights and/or design rights, relating to the Goods, the Goods designs, the glassware samples and the glassware sample designs, including, but not limited to, the respective drawings, tools, shapes and moulds.
13.2. Any tools, moulds, drawings and plans provided to a Customer are the sole property of Riedel and its licensors, including but not limited to any and all intellectual property, even if Customer bears the costs of their acquisition in part or in full, and will not be handed back at the end of any kind of communication or cooperation and Riedel and its licensors retain the right to use such tools, moulds, drawings and plans at its sole discretion without any liability to the Customer.
13.3. The Contract Documents do not grant the Customer any proprietary right in or licence to use or exploit any Intellectual Property or any of the Trade Marks whatsoever save that the Customer may use any such Intellectu- al Property and Trade Marks as Riedel may determine:
(a) for the purpose only of its display and promotion of the Goods; or
(b) with Riedel’s prior written consent.
13.4. The Customer acknowledges that all goodwill associated with the use of the Trade Marks by the Customer vests, and shall vest, in Riedel or its licensors, where applicable, and that if any goodwill or proprietary right in relation to any of the Trade Marks vests in the Customer, the Customer shall assign such goodwill or right to Riedel or its licensors, where applicable.
13.5. Any use of trademarks, names, logos, photos, videos, and company symbols of Riedel or of Riedel`s licensors or the Trade Marks in publications, electronic (online) advertising, social media pages, or printed matter is only permitted with Riedel’s prior written consent. In addition, Customer undertakes not to use any trademarks, names, logos, photos, videos and company symbols that are likely to be confused with those of Riedel or of Riedel`s licensors, or with “Riedel”, “Spiegelau” or “Nachtmann” or similar signs or to have them protected in any form whatsoever.
13.6. Any and all materials and related documentation (including any publications, brochures, catalogues, illustrations, samples and designs) Riedel provides to the Customer hereunder or through any contract together with any and all Intellectual Property rights, brand names of Riedel and its licensors as well as all goodwill and copyright, in and arising from the brand names and the Goods, vested therein or related thereto remain the sole and exclusive property of Riedel or its licensors. Documents such as catalogues, brochures, illustrations, photos, videos, and the like as well as samples and designs remain at all times the intellectual property of Riedel or of Riedel`s licensors. The Customer undertakes not to distribute, copy, circulate or make such material and documentation available to third parties, either in whole or in part, without the prior written consent of Riedel or to use them for any purpose other than as specified in the Contract Documents or otherwise by Riedel. In the event that Riedel does grant consent to the Customer to make such material and documentation available to third parties, the Customer shall be obliged to impose all obligations arising out of these Conditions upon such third party. The Customer remains liable vis-à-vis Riedel for any acts or omissions of such third party, and the Customer shall indemnify and hold Riedel harmless from any and all claims and expenses (including reasonable legal fees) arising out of or related to any such acts or omissions.
13.7. Any use of the brand names or of any Intellectual Property or intellectual property rights of Riedel`s licensors on social media platforms such as Facebook, Twitter, Instagram etc. or any setting up of a “Riedel”, “Spiege- lau” or “Nachtmann” account on such social media platforms shall only be permitted upon prior written consent of Riedel.
13.8. The Customer undertakes not to commit or omit any act which may damage the goodwill or reputation attaching to the Intellectual Property or any of the Trade Marks or which may be detrimental to or damage the good name, reputation or image of Riedel or the Goods.
13.9. The Customer shall not adopt or use any mark, name, logo, design or symbol, which incorporates or is confusingly similar to any of the Trade Marks. The Customer shall not at any time apply anywhere in the world to register any mark, name, domain, logo, design or symbol, which incorporates or is confusingly similar to any of the Trade Marks.
13.10. If no Order is placed by the Customer, all materials and documentation provided to the Customer must be returned to Riedel at the Customer’s cost. Riedel may at any time require that all materials, documentation and copies made thereof are returned to it by the Customer immediately at the Customer’s cost.
14. Reselling Restrictions.
14.1. The Customer undertakes:
(a) not to resell the Goods to any person, corporation, partnership, sole trader, company or other entity, who intends to resell the Goods for any business or trade purpose after purchase from the Customer; and
(b) to only sell the Goods to end user customers.
14.2. Any preferential conditions on which Customers may purchase packs containing free products (Value Packs) must to the extent legally permissible be passed on to the end-consumer in at least the same amount. The Customer undertakes not to unpack Value Packs and not to sell individually any merchandise included in Value Packs.
14.3. On-premise glass collections are strictly for use in the hospitality industry, and are not intended for resale, the retail trade and/or end-consumers.
14.4. The Customer acknowledges that the packaging and labelling of the Goods as designed and implemented by Riedel or Riedel`s suppliers is critical to maintain the brand recognition and image of the respective brand names. Without the prior written consent of Riedel, the Customer shall not modify or remove any packaging, labelling, markings or other items, such as promotional materials or instructions, affixed to the Goods themselves or their packaging or accompanying the Goods as shipped to the Customer. The Goods shall not be unpacked from their original packaging as shipped to the Customer or be repacked by the Customer.
14.5. The Customer acknowledges its obligation to maintain the extremely high standard of the Goods sold by Riedel as some of the world’s finest glassware and the goodwill symbolized by the Trade Marks and the Goods and to refrain from any conduct that could be viewed as having a negative impact on the image of Riedel and its affiliates companies or the respective Goods as determined in Riedel`s sole discretion.
14.6. The Customer will conduct its activities strictly in accordance with these Conditions and all applicable laws and regulations.
14.7. If the Customer knowingly contravenes any of Conditions 14.1. to 14.6. (inclusive), Riedel may immediately terminate all contracts then in place with the Customer and/or, without prejudice to any other right or remedy, receive from the Customer damages equal to the amount received by the Customer from the relevant sale.
15. Third Parties.
The Customer and Riedel agree that no term of the Contract shall be enforceable, by virtue of the Contracts (Rights and Third Parties) Act 1999, by any person, who is not a party to the Contract Documents.
16. Data Protection.
16.1. Riedel shall have the right to hold information supplied by the Customer and to use it to process the Order and to inform the Customer of new ranges, products and prices.
16.2. Riedel shall have the right to conduct credit and other checks and use credit scoring techniques and to pass the Customer’s details to credit reference agencies (who shall have the right to retain their own record).
16.3. Riedel shall have the right to share information about the Customer with its group companies and they shall have the right to send the Customer information about their other goods or services, which they believe may be of interest.
16.4. Unless the Customer requests otherwise, Riedel shall also have the right to pass details about the Customer and its account(s) to other carefully selected reputable companies, who may wish to offer the Customer other goods or services, which Riedel believes may be of interest.
16.5. Offerings of further goods or services by Riedel and other members of the Riedel group, or other carefully selected reputable companies, may be made to the Customer by any means (including by telephone).
16.6. The Customer is entitled to a copy of the information Riedel holds concerning it by Writing to Riedel and requesting it. A reasonable fee may be payable for this service.
16.7. The Customer shall not, without the prior written consent of Riedel, submit to Riedel any personal data.
16.8. If the Customer submits personal data to Riedel in breach of Condition 16.7., the Customer warrants and represents that it has all necessary and appropriate consents and notices in place to enable lawful transfer of personal data to Riedel for the duration and purposes of the Contract.
16.9. The Customer shall indemnify Riedel in respect of all loss, and damage, cost, expense (including legal fees), administrative sanction, fine, penalty, action or other liability that Riedel incurs as a result of any breach of this Condition 16. and/or any data protection legislation and in particular, without limiting the foregoing, the Customer shall indemnify Riedel in respect of all any loss and, damage, cost, expense (including legal fees), administ- rative sanction, fine, penalty, action or other liability incurred as a result of enquiry or complaint by a data subject or enquiry or investigation by the Information Commissioners Office or such other organisation carrying out the same or similar functions as in place at the relevant time.
17.1. Any notice or other communication required or permitted to be given or made under the Contract Documents shall be in Writing and shall be deemed to have been duly given or made if delivered:
(a) in the case of Riedel, at Lakeside House, 3 Trentham Office Village, Bellringer Road, Trentham Lakes South, Stoke on Trent, ST4 8GH, UK (facsimile number 01782-646106); and
(b) in the case of the Customer, at the address or facsimile number given to Riedel by the Customer.
17.2. Any such notice or communication shall be delivered by hand, post or facsimile and if delivered by hand shall be deemed to have been given upon delivery at the address of the relevant party, if sent by facsimile upon receipt thereof in legible form by the recipient and if sent by first class post upon delivery.
17.3. Either party may change its notice details on giving notice to the other party of the change in accordance with this Condition 17. That notice shall only be effective on the 5. (fifth) day after the notification has been received or such later date as may be specified in the notice.
17.4. A notice given under these Conditions is not valid if sent by email.
The Customer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including, but not limited to, The Bribery Act 2010.
19. Entire Agreement.
19.1. The Contract Documents constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2. Any conflict or inconsistency in the terms of the Contract Documents shall be resolved by giving precedence in the following order: (1) the Order Confirmation; (2) these Conditions; (3) the Delivery Note; and (4) any other document referred to at (d) in the definition of “Contract Documents”.
19.3. The Customer acknowledges that in entering into the Contract it is not relying upon any pre-contractual statement, which is not set out in the Contract Documents.
19.4. Except in the case of fraud, neither party shall have any right of action against the other party to this Contract arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in the Contract Documents.
19.5. For the purposes of this condition, ‘pre-contractual statement’ means any samples, drawings, descriptive matter or advertising produced by Riedel or any draft, agreement, undertaking, representation, warranty, promi- se, assurance or arrangement of any nature whatsoever, whether or not in Writing, relating to the subject matter of the Contract made or given by either party to the other at any time prior to the date of this Contract.
20. Governing Law and Jurisdiction.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each party ir- revocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.