Retail Terms & Conditions March 2021

(Abbreviated)

Pricing: Invoice price calculations (ie net invoiced prices) are based on the recommended retail price (RRP) less a flat rate percentage trade reduction of 40%. Resulting net prices charged are subject to VAT.

Minimum Order Value: The minimum order value is £250 net (excl VAT), and we regret that no orders will be accepted below this value.

Order Quantities: Orders can only be accepted in full pack quantities, as detailed within our price book. We are unable to accept orders on trade terms which are below £250.00 at net invoice value.

Delivery Charges: Standard delivery to a single UK business address will be arranged on your behalf. Orders above £500 net (excl VAT) qualify for free standard delivery. Below this level a 16% delivery charge will be applied.

Express Deliveries: We regret that we are unable to offer an express delivery service at this time.

Delivery Format: We regret that requests relating to specific delivery requirements / times are not possible.

Risk & Breakages: When we organise shipping on your behalf, this is at your risk. The cost of the goods can be fully protected against loss or breakage with an additional charge of 2% of the net trade value of the order. Unless you specify otherwise, we will assume that you wish to insure the goods whilst in transit, and a charge will show on your invoice accordingly.

Split Deliveries: Deliveries may be split at our discretion, based on the goods available at the time of order. Back orders are subject either to cancellation, or supply when the goods become available, at our discretion.

Claims: Claims for breakages can only be accepted where insurance has been agreed. Any claims for breakages, or for shortages, must be received in writing within 7 days of receipt of the goods and claims outside of this period cannot be considered. Claims for faulty goods must be made within a reasonable period of time. We reserve the right to request the return of faulty goods. All claims which are approved will be dealt with via a credit note only and we regret that we are unable to supply free of charge replacements.

Returns: All goods are supplied on a firm sale basis only and only faulty goods can be returned for credit. Other goods which have been supplied with the last 30 days only may be returned only with our written pre-approval. Where this is agreed, the goods must be returned to a location as specified by us, at your cost and risk and in good, unused, resalable condition and in original, undamaged packaging complete with master packs where applicable. Such returns are always subject to a 20% re-stocking charge. Orders for bespoke, personalised, specially manufactured, specially imported or specially packaged products cannot be returned.

Cancellation: We regret that cancellations cannot be accepted once the warehouse receive your order.

Payment Terms: Orders will need to be paid in full prior to dispatch. This can be done using a credit or debit card or by selecting the BACS option when completing the order online.

Charge Backs: Delivery non compliance and other similar charges or penalties are not recognised as a part of our standard terms will not be accepted unless contractually agreed in writing by us prior to each order being placed. Where this has been agreed, charge back notifications will only be considered if received in writing within 14 days of date of our invoice, stating full details and with supporting evidence and quoting our invoice number.

Title: The goods remain the property of RSN.UK Ltd until payment is received in full. We reserve the right to recover goods from you, which have not been paid for, in order to reduce the value of invoices you have not paid to terms.

Master packs: Certain goods are shipped in brown master packs and orders will only be accepted in full master pack quantities. The function of the master pack is to protect the inner packaging from scuffing only and it is not designed to be used as re-shippable outer carton. Any re-use of this master pack, in particular its use for re-shipping, is the sole responsibility and at the risk of the customer.

Product Information: For technical reasons and due to the nature of the materials used in the course of production of glass, certain product deviations may occur in respect of size, weight, ovalicity or the vertical axle according to the respective technical drawings, which are beyond our influence. Such deviations, in particular when seen in comparison to earlier deliveries of the same product, therefore do not constitute a defect within normal commercial production tolerances.

Decorations: We regret that we are unable to organise a decoration / logo service through our online webshop, please contact info@riedel.co.uk to discuss your requirements and our team will look to assist you further.

Dishwashers: Our wine glasses and other items designed for food and beverage use are dishwasher safe, when washed correctly following the glassware care instructions of the dishwasher and detergent manufacturers, unless stated otherwise.

Terms and Conditions and Pricing may be liable to change from time to time without prior notice. This document represents the abbreviated terms and conditions sale of RSN.UK Ltd and reference should always be made to our full terms and conditions which are printed in full in all of our price books.

2.ORDERS

2.ORDERS:
2.1. All orders by Customer (the “Orders,” or each“Order”) shall become legally effective and binding onCustomer upon Company’s delivery of its writtenacceptance of each such Order (an “OrderConfirmation”), or, in the absence of such OrderConfirmation, by delivery of the Products comprisingsuch Order to Customer. Customer is entitled to modifyany Order at any time before the Company’s delivery toCustomer of the Order Confirmation for such Order, butunder no circumstances shall Customer be permitted tomodify any Order more than five (5) calendar days afterplacing such Order. Title to Products purchased byCustomer will pass to Customer only upon Customer’spayment in full of the respective invoice for suchProducts. Company will provide expected lead-times of the Products upon Order receipt.
2.2. Company reserves the right, in its sole discretion, to (i)reject any Order at any time for any reason, withoutany requirement that it notify Customer of the reasontherefor, and to (ii) terminate any framework agreementpossibly existing at any time with immediate effect,without any requirement that it notifies Customer of thereason therefor.
2.3. Customer shall comply on all its Orders with allguidelines communicated by Company regardingMinimum Order values and minimum Product Orders.
2.4. Special Orders: The minimum Order for Products notfeatured in the price books (“Custom-made Products”)or for Products not stocked in the US Companywarehouses (together “Special Orders”) is $1,500.00MSRP, and require a 50% deposit (pre-payment due attime of Order Confirmation), and cannot be combinedwith domestic Orders to meet Order minimums;therefore, a separate Order must be submitted.Quantities shall only be ordered in full cases. Customershall not be permitted to cancel Special Orders or returnCustom-made Orders.
2.5. Limited Editions: Company reserves the right to offerglassware Products marked as “Limited Edition” in acertain amount and for a certain time period and undercertain allocation criteria to Customer.
2.6. The following procedure pertains to all DomesticOrders and Direct Import Orders (the “DI Orders”):
•Company shall not fulfill such Orders unless dulysubmitted by Customer so as to permit Company toenter such Order onto its Order processing system.
•All Orders submitted shall reflect current andaccurate Product pricing as set forth in the applicablePrice Books. Customer’s failure to do so results in denialof such Order and a revision is requested.
•If DI Order minimums, Cross Docking thresholds, orFull Container requirements, as applicable, are notsatisfied, such Order will be denied, and a revision isrequested.

• If Order minimums for Domestic Orders are not satisfied, such Order may, at Company’s option, be accepted, but surcharges shall apply.
• Product Pricing for DI Orders and Domestic Orders is set forth in the respective Price Books; Order minimums, thresholds, and requirements for DI Orders and Domestic Orders are set forth in the respective Payment & Delivery Terms.
• Should a revised Order be necessary, Company will not process such Order until revised Order is received.
• Once Company has received the revised Order, such revised Order will be processed, subject to the terms of these T&C.
• Stock availability and shipping window shall be confirmed by Company and an Order Confirmation reflecting the same shall be sent to Customer or Customer`s Purchasing Agent.
• Company reserves the right to suspend any DI Order and request a revised DI Order if changes concerning container configuration are deemed necessary by Company, in Company’s sole discretion.
• Company shall confirm that all DI Orders reflect the respective Order Confirmation and packing slip.
• For DI Orders, all final shipping documents will be provided to Customer prior to delivery.
2.7. On-Premise glass collections may strictly be used by the hospitality industry only, and are not intended for resale, the retail trade and/or for end-consumers.
2.8. Customer acknowledges that the packaging and labeling of the Products as sold by Company is critical to maintain the brand recognition and image of the respective brand names. Without the prior written consent of the Company, Customer shall not modify or remove any packaging, labeling, markings or other items, such as promotional materials or instructions, affixed to the Products themselves or their packaging or accompanying the Products as shipped to Customer. Products shall not be unpacked from their original packaging as shipped to Costumer or be repacked.

3. CUSTOMER OBLIGATIONS

Customer hereby agrees to at all times observe and abide by the obligations (the “Customer Obligations”) as outlined in this Section 3.
3.1. Customer is permitted to sell the Products exclusively within the USA. To the extent that Customer has agreed, whether via contract or otherwise, to limit its sale of Products to a specific territory within the United States, Customer shall limit its sale of Products to such territory in accordance with the terms of its agreement with Company. Sales outside the USA are strictly prohibited. Sales to wholesalers or dealers, including but not limited to distributors, are strictly prohibited. Further, Retail-Customers may sell the Products only to end-user consumers within the USA. Sales outside of the USA or to any other retailers (including but not limited to warehouse clubs), wholesalers, dealers including but not limited to internet retailers or distributors are strictly prohibited. Customer will not use any Products as loss leader products.
3.2. Customer acknowledges its obligation to maintain and promote the Products’ reputation as comprising some of the world’s finest glassware, the goodwill symbolized by the “Riedel” and “Nachtmann” brands (the “Riedel Brands”), and the associated trademarks and trade dress (the “Riedel Marks”), and to further refrain from any conduct that could be viewed as disparaging or otherwise having a negative impact on the image of the Products, the Riedel Brands, the Riedel Marks, the Company, its parents, subsidiaries, and affiliates. Conduct that is disparaging or that has a negative impact as stated herein shall be determined by the Company in its sole discretion and shall include but not be limited to selling the Products to or via mass merchandisers or discount stores that were not specifically authorized by Company in writing.
3.3. Customer will conduct its activities strictly in accordance with the T&C and all applicable laws and regulations, including but not limited the obligation to comply with the requirements of California’s Proposition 65 (as further specifically detailed in the Memorandum set forth in the Company’s Price Book, which is incorporated by reference herein).
3.4. Customer acknowledges that the damages that could be reasonably anticipated as a result of the breach of these Customer Obligations are difficult to ascertain (at the time of any such order placed by Customer) because of their indefiniteness or uncertainty, but that a reasonable estimate of the damages which probably would be caused by the breach is the amount of the sales price of the respective order. In addition to, and without limiting the foregoing, in the event of Customer’s breach of Customer Obligation to only sell the Products to end-user consumers and not to any other retailer, wholesaler, dealer or distributor (including any internet retailers), a reasonable estimate of the damages, which would probably be caused thereby, is $500,000. Accordingly, for each breach of Customer Obligations, in addition to any other remedies the Company may have at law or in equity, Customer will pay liquidated damages in the amount of the sales price of the respective delivery and/or $500,000, as the case may be.

4. PRICES

All prices are stated in US Dollars, subject to change without notice. The Company issues its invoice in US Dollars with the prices applicable at the time of delivery being legally effective. Customer will pay any tax imposed by any law of any governmental authority on the manufacture, ownership, distribution, use or sale of any Product if the same is not included in the invoice price payable by Customer to the Company.

5. VALUE PACKS

Any preferential conditions, on which Customer 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 may not unpack Value Packs and may not sell any merchandise included in Value Packs individually.

6. DELIVERY

6.1. The delivery terms applicable to Customer are set forth separately in Company`s Payment & Delivery Term Sheets applicable to Customer (the “Payment & Delivery Terms”), which are hereby expressly incorporated into and form an integral part of these T&C.
6.2. Deliveries will be made by Company according to its operational capabilities. Planned delivery dates refer to Company ex-warehouse dates and are not binding; delivery times for Special Orders and Limited Editions will be provided to Customer on a case-by-case basis and are not binding. Customer hereby waives any and all claims against Company, its parents, subsidiaries, or affiliates for damages due to the Company’s actual or alleged non-performance or delayed performance.
6.3. Company will perform subject to unforeseeable events or events independent of the intention of the parties, e.g. all events of force majeure, including, by way of example and not of limitation, all events of war, terrorist actions, interventions and prohibitions of official authorities, delays in transport and customs clearance, transport damage, inclement weather, lack of energy,financial crises, labor conflicts as well as delays in delivery on the part of suppliers for any reasons. Delivery times will also be prolonged where any event mentioned above occurs at Company’s suppliers. If Products which are ready for shipment cannot be shipped through no fault of Company or if Customer does not want Products to be shipped, Company may store Products at Customer‘s cost and risk, whereby delivery shall be deemed fulfilled. The agreed payment terms are not changed thereby.
6.4. Retail Products are shipped in brown master packs (order units). The master pack is to protect the retail Products only and is not designed to be used as shippable outer carton and may not be used as such. Any other use of the master pack, in particular its use for shipping, is the sole responsibility and at the sole risk of Customer.
6.5. Customized packaging shall not be offered or provided to Customer unless Customer and the Company enter into a separate agreement duly signed by Customer and the Company.
6.6. Regarding customized and Special Orders, Company reserves right to supply the quantity deviations of +/- 5% of quantity ordered (the “Permitted Deviation”), which is customary within the industry. Provided that the Company’s fulfillment of any customized Order is within the Permitted Deviation, the quantity actually delivered shall be paid for by Customer in full.
6.7. If, pursuant to any Order, Products are to be picked up by Customer at a warehouse operated by Company, Customer shall pick up all Products comprising such Order within five (5) business days as of receipt date of the notice from Company that Products comprising such Order have been made available for Customer’s pick up. If Customer fails to pick up such Products within this five (5) day window, Company shall be entitled to charge warehousing fees for storage of such Products, in an amount determined by Company in its sole discretion.

7. FREIGHT

7.1. Unless otherwise confirmed by Company in writing, the following freight terms shall apply to all Orders.
7.1.1. Domestic Orders: Delivery FOB Origin, freight prepaid by Company and charged to Customer. Customer assumes risk of transportation and is responsible for filing respective claims for loss or damage.
7.1.2. Container Orders:
Container Order - Cross Dock (Domestic): Sea Freight FOB DC West or DC East, freight prepaid by Company and charged to Customer. Land freight FOB Origin, Freight prepaid by Company and charged to Customer. Customer assumes risk of land transportation and is responsible for filing respective claims for loss or damage.
Container Order - Direct Import: Full container load orders only. Delivery FOB Destination (Hawaii/Alaska excluded, only CONUS states). A freight surcharge will be charged and invoiced, if a 20 ft HC Container is ordered.
7.2. For such deliveries, where Customer assumes risk of transportation and is responsible for filing respective claims for loss or damage, Company offers an optional transit breakage coverage of 2 % of the goods value. Under this coverage, Customer may submit a breakage claim to Company in writing within thirty (30) days from date of invoice according to Sections 16.1. and 17.

8. BACK ORDERS

All back orders are subject to cancellation at any time in the Company’s sole discretion.

9. SPLIT SHIPMENT

Under no circumstances shall Company be obligated to separately deliver shipments of Products, whether deemed “split shipments” or otherwise, for any individual Order duly accepted by Company, and Company reserves its right to reject any such Order submitted to it by Customer. In the event that Customer wishes for Company to deliver to it purchased Products in “split shipments,” Customer shall submit to Company multiple Orders, and each such submitted Order shall identify those Products for which Customer seeks contemporaneous delivery.

10. DROP-SHIPMENT

Drop-Shipment shall be performed by Company at Company’s option and on stock availability, provided that Company and Customer separately agree to the terms thereof in signed writing.

11. EXPRESS DELIVERY

UPS Next Day: additional minimum $20.00 handling charge on invoice. UPS Blue Label: additional minimum $10.00 handling charge on invoice.

12. AIRFREIGHT COSTS

Airfreight fee, brokerage fee of minimum $125.00 (actual charge is determined by weight) and trucking charges at Customer’s expense.

13. TERMS OF PAYMENT

13.1. If not set forth differently in the applicable Payment & Delivery Terms, which are hereby expressly incorporated into and form an integral part of these T&C, the payment term is net 30 days – from date of invoice.
13.2. Delayed payments are subject to a finance charge of twelve percent (12%) per annum on all outstanding amounts (the “Late Fee”), as measured from the date that such payment first became due. Any claims or counterclaims of Customer shall not entitle Customer to any extension of the period stipulated for payment, nor shall any such claims or counterclaims serve as a set-off against or otherwise be used to justify non-payment of all amounts owed to Company by Customer.
13.3. In the event Customer is permitted by Company in writing to pay any invoice for the purchase of Products by a specified credit card, Products will not be allocated, and the Order will not be released unless and until payment is received by Company in full. Product stock and availability will not be held or confirmed until after payment is received by Company in full. If payment is not received in full within ten (10) business days from date of invoice, the respective Order will be cancelled.

14. PAST DUE PROCEDURE

If Customer’s account reaches sixty (60) days past due (ninety (90) days from date of invoice), Customer’s account will be put on immediate and automatic credit hold, all deliveries to Customer may be suspended, and Company may refrain from fulfilling any and all future Orders of Customer unless and until such time the full outstanding amount, along with all accrued Late Fees arising therefrom was credited to Company’s account.
If Customer’s account reaches ninety (90) days past due (one hundred-twenty (120) days from date of invoice), or otherwise fails to take any corrective or remedial action within such period, Company reserves its right to transfer any and all of its claims to remuneration for the invoiced Products and Late Fees arising therefrom to an outside collection agency, and further reserves its right to suspend any further business dealings with Customer indefinitely.
Customers subject to a credit hold twice during a calendar year will no longer be extended credit and shall be required to pay for all ordered Products either by credit card or by other form of prepayment acceptable to Company in its sole discretion. Company reserves the right to change terms of payment or suspend fulfillment of any Order or terminate any other agreement with respect to Products with Customer in the event that Company deems such action to be necessary based upon Customer‘s financial situation or payment history.

15. SECURITY INTEREST

Company shall retain a first priority security interest in all delivered Products and in all accounts created with respect thereto, to secure payment and performance of Customer’s other obligations. Customer agrees to preserve the collateral prior to its commercial resale in the normal course and to otherwise protect the Company’s security interest. With respect to any Products, for which payment has not been made in full, Customer hereby grants to the Company a first priority purchase money security interest in such Products, including any proceeds resulting from their sale or transfer. Customer will execute, deliver, and cooperate with Company in causing to be filed with the appropriate authorities all statements/documents required or permitted by the Uniform Commercial Code and any other applicable laws in order to perfect and protect Company’s described security interests.

16. CLAIMS AND WARRANTIES

16.1. All claims including breakage must be made in writing within thirty (30) days from date of invoice and in any event prior to their use or re-sale, including a detailed description and photos of the defects or the non-compliances; otherwise the Products are deemed accepted by Customer. Company will not replace any Products broken or damaged if master-packs are used for shipping (see Section 6.6). Unless Customer participates in Company’s optional transit breakage coverage (see Section 7.2), Customer shall assume all risk to Products during transportation thereof, Company shall not be obligated to replace or credit Customer for Products that are stolen, lost, broken, damaged, or otherwise altered during or as a result of their transportation, and Customer shall be solely responsible for filing any and all claims for loss or damage with the responsible entity or entities. Damage caused as result of a Force Majeure Event shall be excluded from Company`s warranty.
16.2. Company warrants the Products against defects in materials and workmanship when purchased directly from Company or a Company authorized reseller. This warranty is extended only to the original end-user purchaser or the person receiving the Product as a gift and shall not be extended to any other person or transferee. This warranty is valid for a period of one (1) year from the date of original retail purchase. THIS WARRANTY DOES NOT APPLY TO PRODUCTS THAT ARE PURCHASED FROM SELLERS OTHER THAN COMPANY OR A COMPANY AUTHORIZED RESELLER.
Customer acknowledges that deviations may occur between Products from the same series for technical reasons and because of materials used in the production course of glass products, in particular with respect to size, weight, ovalicity or the vertical axle according to the respective technical drawings, which cannot be influenced by supplier/Company. Such deviations of Products, also in comparison to earlier deliveries of the same Product, therefore, do not constitute any defect.
16.3. Decorations that have not been produced by the Company, such as engraving, silk-screening etc. are the sole responsibility and risk of Customer. Company will not be responsible and shall be excluded from any warranty whatsoever, especially but not limited to that heavy metals or other dangerous material are applied, or if the material used is not water resistant or dishwasher-proof. Customer shall indemnify and hold the Company 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 the Company based on any decorations (such as engraving, silk-screening, etc.) made to the Products by Customer.
16.4. In the event of justified complaints, Company will – at its sole discretion – either make substitute delivery or issue a credit note. If Company chooses to make a substitute delivery, Customer is required to return the defective Products at Customer`s cost and risk.
In the event that Customer has entered into the optional transit breakage coverage (see Section 7.2), Customer’s sole remedy for Products that are stolen, lost, broken, damaged, or otherwise materially altered during or as a result of their transportation shall be Company’s issuance to Customer of a credit equaling the purchase value of such Products.
Any and all other warranty claims of Customer are excluded. Customer shall not be entitled to any additional claims, in particular for compensation of indirect damage or consequential damage of any kind.
16.5. Company shall only be liable for damage to the extent that the damage was caused by the Company by gross negligence or willful conduct. Company shall not be liable to Customer for the Company’s alleged negligence. The burden of proof lies with Customer in all cases. In all other respects, Company`s liability is excluded and shall in no event include any incidental or consequential damages of any kind.
16.6. Company shall not be liable if and to the extent that Product instructions, in particular instructions for processing and use of the Products, and/or generally accepted Product use practices are not observed by Customer. Further, the Company shall not be responsible for any damage or loss resulting from the purchase, handling, storage, packing, labeling, distribution, promotion, use or sale of the Products by Customer.
16.7. In no event shall Company be deemed to have assumed any obligation except to fill Orders it chooses to accept in its sole discretion, and Customer expressly agrees that the Company shall not be liable for any direct or consequential loss or damage caused by the Company‘s failure or inability, whether or not the same shall have been caused by any act or omission of the Company or any other person, to make shipment of any Products to Customer, Customer’s sole remedy being to cancel the Order for Products so delayed or remaining unshipped for more than six (6) months after the agreed shipment date.
16.8. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF THE PRODUCTS OR AS TO SERVICE TO CUSTOMER OR TO ANY OTHER PERSON.
ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
THE LIABILITY OF COMPANY, IF ANY, FOR DAMAGES RELATING TO ALLEGEDLY DEFECTIVE PRODUCTS SHALL BE LIMITED TO THE ACTUAL PRICE PAID BY CUSTOMER FOR SUCH PRODUCTS AND SHALL IN NO EVENT INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.

17. CLAIMS PROCEDURES

All Claim forms shall be completed and submitted electronically to Company Claims Department allclaims@riedel.com.
17.1. Guidelines for Claims:
• Claims MUST be submitted in writing within thirty (30) days from date of invoice. Any claims made thereafter are subject to pre-approval from Company Management.
• Contact Claims Department for the status of a claim/credit (by email). Please allow 30 (thirty) days for credits to be processed. Also, please ensure that all necessary information is submitted in a timely manner for the credit to be processed within the 30-day timeframe.
• What falls under the Claims Department:
- Breakage: Customer shall send Claims Department pictures of hand-made items and of large quantity breakage on shipments (mandatory).
- Returns: All returns are subject to Section 20 herein.
- Replacements: will be issued at no cost, after review and approval of claim (Customer will receive either credit or replacement, not both). Packaging is not replaceable.
- Shipment to incorrect address: Customer shall inform and send claim with contact information so that shipment can be retrieved.
- Incorrect discount applied: Customer shall adhere to the following steps:
1. Inform Customer Service/Order Entry Representative.
2. Customer Service/Order Entry Representative will then inform Claims Department, who will then decide if credit is applicable.
17.2. Tasting Credits:
Customer shall submit forms with the following information immediately after Riedel Tasting Event:
• Total number of attendees (dividing by guests and Customer`s employees).
• Name of Company’s VP, Regional Sales Manager, Owner, Sales Agent, who conducted Tasting.
• Date of the Event.
• Tasting credits will be applied as of Order entry.

18. DISCLAIMER OF LIABILITY

With regard to Customer requests for “recommendations of services”: Company makes no representations or warranties of any kind, whether expressed or implied, with respect to any recommendations made to its Customer; its content, or the information available. Except as may otherwise be provided under applicable laws, Company shall not be liable for any damages whatsoever arising out of or related to the use of its recommendations. This limitation of liability applies to direct, indirect, consequential, special or other damages of any kind that Customer or others may suffer, including but not limited to damages for lost profits or business interruption, even if Company is notified in advance of the potential for any such damages.

19. CHARGE BACKS

All funding must be pre-announced and authorized by Company Management in advance in writing prior to Order being placed. A separate funding agreement shall be signed based on the amounts agreed. All funding, bill backs, partner funding authorized by Company Management in advance, cannot be taken or used as a payment deduction, Customer shall send a respective separate invoice to Company.
Charge back notification must be in writing within twenty-one (21) days from date of invoice. All charge back notifications must reference the respective Company invoice number. Customer shall contact Company`s Claims Department for proper procedure.

20. RETURNS

All returns are subject to Company`s express prior written approval. Custom-made Orders, Limited Editions or Products that are engraved, decorated or personalized in any other way may not be returned. Returned Products must be part of the current Product collections of Company and in mint, resalable condition, packed in the original undamaged boxes and in the original sealed master packs. Returns must be shipped within thirty (30) days after having received Company`s written prior approval and shall be delivered to the warehouse determined by Company. For Products returned in accordance with these provisions, the cost valid at the date of the purchase will be credited minus a 15% restocking fee and a handling fee. Freight (risk and costs) at Customer's expense and responsibility. Customer shall contact Company`s Claims Department for proper procedure.

21. CALL TAG POLICY

Call Tags are issued in the following instances:
1. Broken Products are received, and breakage is over 4 pieces.
2. Defective Products.
3. Incorrect or over-shipments.
Customer is responsible for return freight.
Exceptions are: Products are deemed defective or incorrect by Company or over-shipped item errors caused by Company.

22. RETENTION OF TITLE

22.1. Company shall retain title to the Products or samples delivered until full payment. However, Customer shall be entitled to resell the Products in ordinary business as customary in trade. If Products, which have not been paid for yet, are sold, Customer shall assign the claim thus arising vis-à-vis third parties to the Company. The Company shall be entitled to disclose the assignment to any other person. Customer shall immediately make available to the Company all information required in order to pursue all claims and agrees to comply with all formalities that may be necessary for a valid assignment.
22.2. Customer shall not be entitled to pledge or hand over as security, Products delivered from the Company that have not been paid for. Customer shall be obliged to claim the Company’s title to the Products vis-à-vis third parties and to notify the Company immediately in writing if third parties assert claims with respect to the Products or if execution is initiated.

23. INDUSTRIAL PROPERTY RIGHTS

23.1. All Products and designs, including especially, but not limited to, the manufacturing drawings and samples, supplied by Company are protected by intellectual property rights, namely copyright, trademark, trade secret, and patent rights, which are held exclusively by the Company or by the Company’s relevant licensor.
23.2. Any tools, molds, and plans are the sole property of the Company or its relevant licensors, even if Customer bears the costs of their acquisition in part or in full and will not be handed over at the end of any kind of cooperation.
23.3. Customer is entitled to use the Riedel Brands and/or Riedel Marks affixed to the Products or their packaging in its unchanged and originally packaged form, in order to identify the Products. By doing so, Customer does not acquire any rights to the Riedel Brands or Riedel Marks, or any other proprietary material of the Company or its licensor. Customer undertakes to refrain from any other use of the Riedel Brands or Riedel Marks, and any other proprietary material of the Company or its licensor.
23.4. Any use of the Riedel Brands, Riedel Marks, or any other proprietary material of the Company or its licensor, as well as photos or videos thereof in publications, electronic (internet) advertising, social media pages, or printed matter is only permitted upon prior written authorization of the Company. In addition, Customer undertakes not to use any signs that are likely to be confused with those of the Company or of the Company’s licensors, or with “Riedel” or “Nachtmann”, or similar signs, or to have them protected in whatever form.
23.5. Any and all materials and related documentation Company provides to Customer hereunder or through any contract together with any and all intellectual property rights, including but not limited to the Riedel Brands, the Riedel Marks, or any other proprietary material of the Company or its licensor including copyright, in and arising from the Products, vested therein or related thereto remain the sole and exclusive property of the Company or its licensors.
23.6. Documents such as catalogs, brochures, illustrations, photos, videos and the like, as well as samples and designs, remain at all times the intellectual property of the Company or of the Company’s licensors, protected by the relevant statutory provisions regarding reproduction, imitation, competition, etc. Customer undertakes not to make such material and documents available to third parties, either in whole or in part, without the prior written authorization of the Company, or to use them for any purpose apart from the purpose for which they were handed over to it. In case an authorization is granted allowing Customer to make such material and documents available to third parties, Customer shall be obliged to impose all obligations arising out of the T&Cs upon such third party. Customer remains liable to the Company for any acts or omissions to such third party, and Customer shall hold Company harmless from any and all claims and expenses (including reasonable attorney’s fees) arising out of or related to any such acts or omissions. If no Order is placed, Customer must return all materials and documents.
23.7. Any use of brand names or of any intellectual property rights of Company or of Company`s licensors on social media platforms such as Facebook, Twitter, Instagram etc. or any setting up of a “RIEDEL” or “NACHTMANN” account on social media platforms is only permitted upon Company`s prior written approval.

24. DATA PROTECTION AND STORAGE, ADVERTISING

The Company will store, and process personal data obtained in course of the business relationship with the Customer in compliance with the statutory provisions. Upon conclusion of the contract, the Customer agrees (subject to revocation possible at any time) that its personal data may be used by the Company for the purpose of marketing its Products and services. In addition, the Customer expressly agrees to be contacted by Company for advertising purposes by telephone, email, text message, or fax. Such consent may be revoked at any time.

25. SEVERABILITY

If any provision of these T&Cs is ineffective, the validity of the remaining provisions shall not be affected. The parties shall agree on the new effective provision, which comes as close as possible to the commercial purpose of the ineffective provision without delay.

26. APPLICABLE LAW, PLACE OF JURISDICTION

These T&C and the respective contract(s), including the pre- and post-contractual phases and effects, are subject to the laws of New Jersey, USA. The exclusive jurisdiction of the courts of New Jersey is agreed for any disputes arising out of the contract concluded with Customer or these T&C underlying the contract, including the pre- and post-contractual phases and effects.

27. U.S. MINIMUM ADVERTISED PRICE POLICY RETAIL

PART 1: BACKGROUND AND SCOPE
Company is associated with the highest standards of glassmaking. Today, the Riedel Brands and Riedel Marks are well positioned for success in the premium glassware market. Maintaining and enhancing the integrity and prestige of the Riedel Brands and Riedel Marks through proper product position and promotion are critical to Company’s ability to compete within that premium market.
Company recognizes the value of resellers that dedicate resources to the promotion of the Company’s premium Products. Such valuable services include, but are not limited to, educating customers about the unique qualities and features of the Products, maintaining adequate inventory to ensure excellent customer service, and having high quality promotional materials and displays to advertise the Riedel Brands. The Company is unilaterally implementing this minimum advertised price policy (the “MAP Policy”) to support resellers in achieving the Company’s goals of protecting its image and reputation, promoting the Riedel Brands, and providing excellent customer service.
Company intends to do business with business partners, who appreciate the importance of maintaining and promoting the integrity and prestige of the Riedel Brands. The Company reserves the right unilaterally to cease doing business with any dealer or distributor not in compliance with this MAP Policy. The MAP Policy is effective immediately, for all Products advertised for sale in the United States. The MAP Policy applies to retailers, dealers, and distributors of any type that advertise a sales price for any Product (“Covered Customers”).
Notwithstanding anything else in this MAP Policy, each Covered Customers shall at all times remain free to establish prices for, or make sales of, the Products in accordance with these T&C, and to the extent applicable, the terms of any agreement between such Covered Customers and the Company, at prices of such Covered Customer’s own choosing.
THE COMPANY EMPHASIZES THAT THE MAP POLICY APPLIES ONLY TO ADVERTISED PRICES.
Company is not inviting or seeking, nor shall it accept, any agreement by any Covered Customer to abide by the MAP Policy. Rather, the Company has unilaterally determined that it will only distribute Products to Covered Customers that consistently comply with the requirements of this MAP Policy. The Company will not discuss any conditions of acceptance related to the MAP Policy, as it is non-negotiable and will not be altered for any Covered Customer.
PART 2: THE POLICY
Any instance, in which a Covered Customer advertises or promotes any price for any Product that is below such Product’s corresponding MAP as listed in the Company’s Price Book shall constitute a violation of the MAP Policy (a “MAP Violation”). The Company reserves the right, in its sole discretion, to establish or modify any and all prices as listed in the Company’s Price Book at any time upon prior written notice to its Covered Customers.
The MAP Policy applies to any advertised price (whether advertised using traditional media, email newsletters, email solicitations, internet or similar electronic media, television, radio, in-store signage, on-line advertisements, paid search advertisements, shopping comparison advertisements, ad landing pages, or any other form of advertising) for any Product that is listed in the Company’s Price Book. This MAP Policy specifically encompasses “click for price” or “call for price” features on any website or print advertising; however, it is not a MAP Violation of this MAP Policy for Covered Customers to provide discounted sales prices to internet shoppers in response to a phone or email request.
The Company’s determination concerning whether a Covered Customer has committed a Map Violation shall be final and binding.
PART 3: VIOLATIONS AND CONSEQUENCES
In case a Covered Customer commits a MAP Violation, Company shall submit to such Covered Customer a notice of such MAP Violation(s) (a “Violation Notice”) and shall unilaterally impose the below-listed penalties in accordance with such Covered Customer’s MAP Violation history. MAP Violations shall be determined by Company at its sole discretion. Company will not accept any communication from any Covered Customer that has committed a MAP Violation regarding the MAP Violation or such Covered Customer’s efforts to bring its advertising in compliance with this Policy.
• First MAP Violation: Upon a Covered Customer’s first commission of a MAP Violation, the Company shall send such Covered Customer a written notification of such First MAP Violation.
• Second MAP Violation: Upon a Covered Customer’s second commission of a MAP Violation, the Company shall refuse to fulfill all orders of Products submitted by such Covered Customer to the Company for a period of three (3) months from the date that the Company discovered the MAP Violation.
• Third MAP Violation: Upon a Covered Customer’s third commission of a MAP Violation, the Company shall refuse to fulfill all orders of Products submitted by such Covered Customer to the Company for a period of six (6) months from the date that the Company discovered the MAP Violation.
• Fourth MAP Violation: Upon a Covered Customer’s fourth commission of a MAP Violation, the Company shall refuse to fulfill all orders of Products submitted by such Covered Customer to the Company for the remainder of such Covered Customer’s respective distribution agreement. If no effective distribution agreement exists between the Company and the Covered Customer at the time of such fourth MAP Violation, the Company shall refuse to fulfill all orders of Products submitted by such Covered Customer to the Company indefinitely.
A Covered Customer’s failure to remedy a MAP Violation within 48 hours of its receipt of a Violation Notice for such MAP Violation shall constitute an additional MAP Violation and shall carry with it the associated penalties for such additional MAP Violation.

28. PROPOSITION 65 WARNING

The Proposition 65 warning requirements for lead crystal apply to all retail stores located in California; to all “mail order” sales made to California residents (whether by mail, catalogue, telephone or via the Internet); to restaurants in California that serve food or beverages in lead crystal; and to California wineries that sell lead crystal or use it for giveaways or tastings. In addition, distributors of lead crystal must pass on information about these Proposition 65 warning requirements to their customers.
A copy of the International Crystal Federation’s recommended Proposition 65 warning sign for retail sales in California of lead crystal is attached to the T&C. More specialized warning language for “mail order” sales and warning signs for restaurants and wineries are available upon further request.1 Failure to provide Proposition 65 warnings for lead crystal as required could subject your company to enforcement litigation (including citizens’ suits), monetary penalties, and attorney’s fees.
If you have questions about the specifics of the Proposition 65 warning program for lead crystal, or if you would like any associated documentation (including warning signs or posting instructions), please contact legal counsel for Crystal of America, Inc., Matthew R. Yogg, Esq., of Davidoof Hutcher & Citron, LLP at 646-428-3272 or mry@dhclegal.com.
SUMMARY OF PROPOSITION 65 WARNING REQUIREMENTS FOR RETAILERS OF LEAD CRYSTAL:
If you are a retailer of any kind (no matter where you are based), and maintain retail outlets in California, in which lead crystal products are sold, you must provide a warning by posting one or more warning signs in each California store as further described below.
Location of Warning Signs:
Any retailer may satisfy the requirements of the Proposition 65 warning program for lead crystal in any one of the following three ways. You may either:
• Post 4-inch by 6-inch signs on each shelf where leaded crystal items are displayed, or
• Post 8-inch by 10-inch signs at each location (such as in the aisle) where leaded crystal items are displayed (the signs may be free-standing, placed on a wall, hung, or displayed in any manner as long as a potential purchaser would be reasonably likely to see the signs), or Post 4-inch by 6-inch (or, at your option, 8-inch by 10-inch) signs at, on, or adjacent to each checkout counter, sales register, cash stand, or cash wrap in the tableware department. If you do not have such separate facilities dedicated to a tableware department, and your store is less than 7,500 square feet, then you must place the warning signs at each checkout counter, sales register, cash stand, or cash wrap in the store.
These options are summarized in chart form below:

Type of store

Options for placement of Proposition 65 warning signs for lead crystal Large department store ( > 7500 sq. ft.) with separate checkout for tableware dept. Large store ( > 7500 sq. ft.) without separate checkout for tableware dept. Small store ( < 7500 sq. ft.) without separate checkout for tableware dept. 4x6 on display shelves Yes Yes Yes 8x10 near display Yes Yes Yes 4x6 at registers (optional: 8x10) Yes – put signs at all registers in the dept. No – signs at registers not allowed Yes, but required at all registers in store

 

Content of Warning Signs:
A number of different Proposition 65 warning signs for lead crystal have been approved by the California Attorney General’s office and courts since the early 1990s. While you may use any of the approved signs, the International Crystal Federation recommends that you post the attached version of the sign, which, in addition to referencing food and beverage storage and consumption, also warn about potential exposures to lead from handling lead crystal.
Also, please note that if you sell Baccarat decanters, falcons, stoppered pitchers, or mustard or jam pots, you will need to use a special version of the warning sign that contains an asterisked footnote exempting these items from the warning message. Please contact the International Crystal Federation if you need these or copies of any other Proposition 65 warning signs for lead crystal.
REQUIREMENTS FOR PROPOSITION 65 WARNINGS CONCERNING OTHER CALIFORNIA SALES OR USES OF LEAD CRYSTAL:
The following is a brief summary of requirements that apply to mail order and internet sales of lead crystal to California residents, as well as requirements for distributors, California restaurants and wineries using or selling lead crystal.
Requirements for Mail Order, Telephone, Catalog, and Internet Sales to California:
Residents:
If you sell lead crystal products to residents of California by mail order, telephone, catalog, or the Internet – you must provide a Proposition 65 lead crystal warning to any customer, who is a resident of California. The warning may appear in the catalog, on an ordering website, or in a package insert or label, but it also must meet highly specific requirements for each of these modes. (More detailed information concerning these requirements is available upon further request to the International Crystal Federation.)
Requirements for Restaurants:
If you operate a restaurant or other eating establishment in the State of California and serve food or beverages in lead crystal tableware, you must provide a warning to your patrons by posting a special lead crystal Proposition 65 warning sign for restaurants, where it will be seen by your customers before they consume food. (These signs are available from the International Crystal Federation on request.)
Requirements for Wineries:
If you are a California winery that sells or uses lead crystal tableware products on your premises, you must post a special Proposition 65 lead crystal warning sign for wineries on or near the cash register(s) or service counter(s) where lead crystal tableware articles may be purchased by consumers, and in or at the entrance to any area where wine is poured in lead crystal glasses for tasting. (These signs are available from the International Crystal Federation on request.)
Requirements for Distributors of Lead Crystal, whose Customers may do business in California:
If you are a distributor of any brand of lead crystal tableware, giftware, or lighting to retailers, mail order/Internet sellers, restaurants, or wineries, you must pass on Proposition 65 lead crystal warning program information (such as this memorandum) to all of your customers, who may do business in California. You must also request that they implement the Proposition 65 warning program for lead crystal as described above. Failure to do so may subject you and your customers to enforcement lawsuits, penalties and attorneys’ fees.

 

 

 

 

 

 

 

 

1 In addition to Proposition 65 warnings required for the storage and consumption of food and beverages from lead crystal tableware, these T&C and the International Crystal Federation recommend providing Proposition 65 warnings about potential exposures to lead from handling the exterior of lead crystal products, including for items such as crystal giftware (candlesticks, vases, bowls, etc.) and lighting. Lead crystal products are not intended primarily for use by children ages 12 and under regardless of whether or not a Proposition 65 or other warning is given for them.

TERMS AND CONDITIONS OF SALE

OF RSN.UK LIMITED TRADING AS RIEDEL

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. General.

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. Delivery.

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. Price.

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.

12. Severability.

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. Notices.

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.

18. Anti-Bribery.

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.