TERMS & CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
These terms and conditions of use ("Site Terms") apply to your use of this website (the "Site"), and do not alter in any way the terms or conditions of any other agreement you may have with I. Grunwerg Ltd. By using this Site, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Site Terms. If you are using the Site on behalf of any entity, you further represent andwarrant that you are authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to indemnify I. Grunwerg Ltd for violations of these Site Terms.
Ownership of the Site and its Contents
This Site is owned by I. Grunwerg Ltd. Unless otherwise indicated, all of the content featured or displayed on this Site, including, but notlimited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangementthereof ("I. Grunwerg Content"), is owned by I. Grunwerg Ltd.
All elements of the Site, including the I. Grunwerg Ltd Images Content, are protected by copyright, trade dress, moral rights, trademark andother laws relating to the protection of intellectual property.
Use of the Site
This Site and the I. Grunwerg Ltd Images Content are intended for customers of I. Grunwerg Ltd. You may not use this Site or theI. Grunwerg Content for any purpose not related to your business with I. Grunwerg Ltd. You are specifically prohibited from: (a) downloading,copying, or re-transmitting any or all of the Site or the I. Grunwerg Ltd Images Content without, or in violation of, a written license oragreement with I. Grunwerg Ltd; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating orotherwise displaying the Site or the I. Grunwerg Ltd Images Content by using framing or similar navigational technology; (d) registering,subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any I. Grunwerg Ltd product or service if youare not expressly authorized by such party to do so; and (e) using the Site or the I. Grunwerg Ltd Images Content other than for its intendedpurpose. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws ofprivacy and publicity, and applicable communications regulations and statutes.
You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to theInternet, data, e-mail, privacy, and the transmission of technical data exported from the United Kingdom or the country in which you reside.
Copyright Infringement Policy
In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, I. Grunwerg Ltd has adopted a policy ofterminating, in appropriate circumstances and at I. Grunwerg Ltd’s sole discretion, account holders who infringe the intellectual propertyrights of I. Grunwerg Ltd.
Links
You may not use an I. Grunwerg Ltd logo or other proprietary graphic of I. Grunwerg Ltd to link to this Site or frame any I. Grunwerg Ltd trademark, logo or other proprietary information, including the I. Grunwerg Ltd Images Content, without I. Grunwerg Ltd's express written consent.
Registration Data and Account Security
In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be promptedby any registration forms on the Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any otherinformation you provide to Company, to keep it accurate, current and complete; (c) maintain the security of your password and identification;(d) notify I. Grunwerg Ltd immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility forany and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any otherinformation you provide to Company
Termination
Notwithstanding any of these Site Terms, I. Grunwerg Ltd reserves the right, without notice and in its sole discretion, to terminate youraccount and/or to block your use of the Site.
Changes to Site Terms
I. Grunwerg Ltd reserves the right to change any of the terms and conditions contained in the Site Terms or any policy or guideline of theSite, at any time and in its sole discretion. When we make changes, we will revise the "last updated" date at the top of the Site Terms. Anychanges will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes willconstitute your acceptance of such changes. We encourage you to review the Site Terms whenever you visit one of our websites.
Terms and Conditions of Sale
A full statement of our Terms and Conditions of Sale are available on below with appendix. We would, however, draw your attention to the following:-
Carriage is paid on orders within the U.K. mainland of above £300 nett (£500 nett to Northern Ireland, Channel Islands, Eire and Isle ofMan). Below this figure a uniform £10 carriage and packing charge will be made (£20 for Northern Ireland, Channel Islands, Eire and Isleof Man). Additions to orders already placed may be regarded as separate orders for these purposes. Balances are automatically carriedforward unless we are instructed otherwise and will be sent when available, carriage paid, at our discretion.
Special and express deliveries are charged extra at cost. Please contact our sales office before 12.00 noon where overnight service isrequired. Please allow 48 hours notice where orders are to be collected from us. For orders to be despatched direct to third parties,customer’s own delivery note and address labels are required, otherwise we cannot be held responsible for claims for non-delivery or loss intransit.
Any shortages and defects must be advised in writing within 2 days following delivery for a claim to be considered. Customers shouldcheck and count the cartons carefully and sign the carriers’ notes accordingly, since a “clean” signature prevents any claim against carriers orinsurers. Please advise non-delivery within 18 days of invoice date
Faulty or damaged goods must be returned to us for our examination. Return of goods which were ordered in error or are no longerrequired must be agreed by us in advance and may be subject to a nominal re-stocking charge.
We reserve the right to charge interest on any overdue accounts as per Clause 5.3.3.
Full terms and conditions with appendix available below
TERMS AND CONDITIONS OF SALE
1. INTERPRETATION
1.1 In these Conditions:-
‘Buyer’ means the person who accepts a quotation of the Seller for the sale of the Products or whose order for the Products is accepted by the Seller.
‘Products’ means the products (including any instalment of the products or any parts for them) which the Seller is to supply in accordance with these Conditions.
‘Seller’ means I GRUNWERG LIMITED registered in England under number 541251 whose registered office is at Silversteel Manor, Carrwood Road, Chesterfield, S41 9QB and its subsidiaries.
‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
‘Contract’ means the contract for the purchase and sale of the Products in accordance with these Conditions.
‘Order’ means the Buyer's order for the Products, as set out in the Buyer's purchase order form or in the Buyer's written acceptance of the Seller's quotation as the case may be.
‘Writing’ includes e-mail, telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF SALE
2.1 The Order constitutes an offer by the Buyer to purchase the Products in accordance with these Conditions. These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such Order is made or purported to be made to the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents as to the storage, application or use of the Products which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance offer, invoice or other document or information issued by the Seller shall be subject to correction without notice or any liability on the part of the Seller.
3. ORDERS AND SPECIFICATION
3.1 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point, and on which date the Contract shall come into existence. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Products within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.3 No Order which has been accepted by the Seller may be cancelled by the Buyer except with agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.4 The Seller warrants that on delivery, the Products shall be free from material defects in design, material and workmanship and conform in all material respects to their description or specification.
3.5 The warranty in Condition 3.4 shall only apply to Products manufactured by the Seller. For all other Products the Seller shall only be entitled to the benefit of any manufacturer’s warranty or guarantee that the Seller is entitled to transfer to the Buyer.
3.6 The Seller shall not be in breach of the warranty in Condition 3.4 if the claim results from (a) fair wear and tear, damage caused by the Buyer’s or any third party’s default, negligence or misuse of the Products, including the accidental or deliberate destruction of or damage to the Products (b) failure to use or maintain the Products in accordance with the manufacturer’s guidelines or (c) any alterations or modifications or repairs to the Products.
3.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4. PRICE OF THE PRODUCTS
4.1 The price of the Products shall be the Seller’s quoted price, or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of delivery of the Order. All prices quoted are valid for 30 days or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitations, any foreign exchange fluctuations, currency regulations, alteration of duties, significant increase in the costs of labour, materials, energy or fuel or other costs of manufacture or increase in costs to the Seller by its own suppliers), any change in delivery dates, quantities or specifications for the Products which is requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the Buyer to give the Seller information or instruction.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing, between the Buyer and Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Products otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Products 14 days prior to, or on, or at any time after the delivery of the Products, unless the Products are collected by the Buyer or the Buyer wrongfully fails to take delivery of the Products, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Products are ready for collection or (as the case may be) the Seller has tendered delivery of the Products.
5.2 The Buyer shall pay the price of the Products by the due date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Products has not passed to the Buyer as specified on the invoice or if not so specified within 30 days of the date of the invoice. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Products (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount paid, at the rate of 8% per annum above the Bank of England’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and compensation in line with legislation.
6. DELIVERY
6.1 Delivery of the Products shall be made by the Buyer collecting the Products at the Seller’s premises at any time after the Seller has notified the Buyer that the Products are ready for collection, or if some other place for delivery is agreed by the Seller, by the Seller delivering the Products to that place.
6.2 Any dates quoted for delivery of the Products are approximate only and the Seller shall not be liable for any delay in delivery of the Products howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller, by the Seller in Writing. The Products may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Buyer fails to take delivery of the Products or fails or give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:-
6.4.1 store the Products until actual delivery and charge the Buyer for the reasonable costs (including insurance) storage; or
6.4.2 sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.5 Where the Products contain age-restricted items the Buyer shall ensure that its representative collecting or taking delivery of the Products is at least 18 years old (or older if the law requires a higher age) and will provide applicable age verification identification to the Seller or its carrier prior to collection or delivery of the Products on request.
7. RISK AND PROPERTY AND RIGHT TO ENTER AND RECOVER
7.1 Risk of damage to or loss of the Products shall pass to the Buyer:-
7.1.1 in the case of Products to be delivered at the Seller’s premises, at the time notified by the Seller to the Buyer when the Products are available for collection; or
7.1.2 in the case of Products to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Products, the time when the Seller has tendered delivery of the Products.
7.2 Notwithstanding delivery and the passing of risk in the Products, or any other provisions of these conditions, the property in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Products and all other products agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller’s fiduciary agent and bailee, and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Subject to condition 7.4 the Buyer shall be entitled to resell or use the Products in the ordinary course of its business before the Seller receives payment for the Products, however if the Buyer resells the Products before that time it does so as principal and not as the Seller’s agent and title to the Products shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
7.4 Until such time as the property in the Products passes to the Buyer (and provided the Products are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored forthwith take as inventory and repossess the Products.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. LIABILITY AND CLAIMS
8.1 Subject as expressly provided in these Conditions the Buyer shall not be entitled to make any claims whatsoever against the Seller which is based on any breach of the warranty in Condition 3 including any their failure to correspond with specification unless the Buyer or the Buyer’s nominated third party shall have co-operated with the deliverer of the Products by signing and completing fully and properly, and delivering or acceptance note or other such document required by the deliverer of the Products to be signed or completed regardless of whether such documents shall have been produced by the Seller or its deliverer.
8.1.1 Any claim by the Buyer which is based on any defect in quantity as distinct from paragraph 8.2 below, must be notified in writing to the Seller within 3 days of the delivery of the Products.
8.2 Any claim by the Buyer which is based on any breach of the warranty in Condition 3 including the failure of the Products to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Products and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
8.3 Where any valid claim in respect of the Products which is based on any breach of the warranty in Condition 3 is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Products (or the part in question) free of charge, or at the Seller’s sole discretion, refund to the Buyer the price of the Products (or a proportionate part of the price), but the Seller shall have not further liability to the Buyer. Once the Buyer becomes aware that a defect in the Products may exist, it must not use or supply the Products, and must take all steps necessary to prevent their use by any of its customers or other third parties to whom it has supplied the Products.
8.4 No returns of Products are accepted unless prior written authorisation has been given by the Seller. Products which are returned without the Seller’s authorisation will be rejected at the cost of the Buyer.
8.5 Nothing in these Conditions limits or excludes any liability for (a) death or personal injury caused by the Seller’s negligence (b) defective products under the Consumer Protection Act 1987 or (c) any liability that legally cannot be excluded or limited.
Subject to the provisions of Condition 8.4 the Seller its employees and agents shall not be liable to the Buyer whether in contract, tort (including negligence, breach of statutory duty or otherwise, for any (a) loss of profit, loss of opportunity or goodwill (b) any indirect or consequential losses costs, expenses or other claims (c) or by reason of any representation, or any implied warranty, condition or other term, which arise out of or in connection with the supply of the Products or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.6 The Seller’s obligation to refund or replace the Products as set out in Condition 8.3 shall constitute the full extent of the Seller’s liability in respect of any loss or damage sustained by the Buyer caused by any breach of the Contract for defective supply of the Products including breach of its warranty and the Seller’s maximum liability under the Contract for any other breach of its terms or for misrepresentation or negligence of the Company its employees or agents or arising from any other cause whatsoever shall not exceed, in aggregate, an amount equal to the price of the relevant Products supplied under the Contract.
8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of Contract be reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Products, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-
8.7.1 act of God, explosion, flood, tempest fire or accident;
8.7.2 war or threat of war, sabotage, insurrection, civil disturbances or requisition;
8.7.3 acts, restrictions, regulations, bye-laws, prohibition or measures of any kind on the part of any governmental, parliamentary or local authority;
8.7.4 import or export regulations or embargoes;
8.7.5 strikes, lock-outs or other industrial actions or trades disputes (whether involving employees of the Seller or a third party);
8.7.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.7.7 power failure or breakdown in machinery.
9 RESPONSIBILITIES OF THE BUYER
9.1 The Buyer shall be responsible for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information, and instructions relating to the Products within a sufficient time to enable the Seller to perform the Contract
9.2 The Buyer shall indemnify the Seller against all claims, demands, costs, expenses, losses and liabilities incurred by the Seller as a result of any claim that and information or designs provided by the Buyer to the Seller infringes any rights of any third parties, including any intellectual property rights.
9.3 If the Buyer becomes aware that any third party has made or is likely to make any claim in respect of any Products (including defects in them or rights infringed by them) it shall immediately inform the Seller and shall provide to the Seller all assistance which the Seller may reasonably require to enforce its rights and defend any such claims.
9.4 The Buyer may only re-sell the Products in the original packaging they are in when delivered to the Buyer by the Seller and where Products are sold to the Buyer as a ‘set, ’the set must not be split and sold individually by the Buyer. The Buyer shall not remove, obscure or otherwise alter or interfere with any of the logos, marks or branding appearing on any of the Products or their packaging.
9.5 The Buyer undertakes to ensure that its advertising, marketing, promotion, sale and pricing of the Products shall in no way reduce or diminish the reputation, image, prestige or value of the Products.
9.6 The Buyer undertakes to ensure that any website that it uses for the sale of the Products complies with the quality standards and criteria that are set out in Appendix 1.
9.7 The Buyer must not offer for sale or sell the Products through eBay or Amazon or Alibaba or any other third party platforms or third party marketplaces (as the Seller considers these may be detrimental to the Seller’s brand, image or commercial operation), without obtaining prior written consent from the Seller.
9.8 The Buyer agrees to co-operate with any Product recall operation initiated by the Seller including providing all information and assistance that the Seller may reasonably require, and the Buyer agrees promptly to recall any of the Products from the market when reasonably requested to do so by the Seller. The Buyer shall not instigate any product recall without the prior written consent of the Seller except in the case of emergency. The Buyer shall inform the Seller of all serious complaints and any other circumstances of which the Buyer is aware that may give rise to a product recall.
9.9 All intellectual property rights in the Products and their specification, design, packaging, labelling and other materials supplied with or in connection with any of the Products shall, as between the parties, remain at all times vested in the Seller or its licensors. No intellectual property rights of the Seller are transferred to the Buyer and no licences to use any intellectual property rights of the Seller are granted to the Buyer except as may be necessary for the resale or use of the Products supplied. Any use of the Seller’s trademarks in advertising the Products shall be subject to the Seller’s brand guidelines as to size, colour, font, positioning and such other instructions for use as the Seller may provide from time to time.
10. INSOLVENCY OF THE BUYER
10.1 This Condition applies if:-
10.1.1 an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the Buyer or the Buyer makes any involuntary arrangement with its creditors (or being an individual) becomes bankrupt or (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
10.1.2 a floating charge-holder over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver or an encumbrancer take possession, or a person becomes entitled to appoint a receiver over the assets of the Buyer or receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11 EXPORT TERMS
11.1 In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.
11.2 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provision of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these conditions, the latter shall prevail.
11.3 Where the Products are supplied for export from the United Kingdom, the provisions of this Condition11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
11.4 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon.
11.5 Unless otherwise agreed in writing between the Buyer and the Seller, where the Seller has agreed to supply the Products other than Ex Works the Products shall be delivered FOB the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32 (3) of the Sales of Goods Act 1979.
11.6 The Buyer shall be responsible for arranging any testing and inspection of the Products at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Products which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
12 GENERAL
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant on this provision to the party giving the notice.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. If the whole or any part of any Condition is invalid or unenforceable the parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
12.4 These Conditions, together with those set out in the Contract, and any other documents entered into pursuant to the Contract, constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between the parties with respect to the arrangements contemplated by or referred to in the Conditions and the Contract.
12.5 The Buyer shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Contract, or purport to do so, or sub-contract any or all of its obligations under the Contract without the prior written consent of the Seller.
12.6 The Seller has the right to vary these Conditions from time to time. The Conditions in force and published on the Seller’s website at www.trade.grunwerg.co.uk at the time the Buyer places its Order will govern that Order and the relevant Contract.
12.7 The Contract shall be governed by the laws of England and Wales and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be subject to the exclusive jurisdiction of the courts of England and Wales. For the avoidance of doubt, the United Nations Convention on the International sale of Products shall not apply to the Contract.
Appendix 1
Quality Standards and Criteria for Online Sales
The Buyer shall observe the following standards of business and customer care set out below (“Quality Standards”). The Buyer shall not offer for sale or sell the Products through Amazon or eBay or Alibaba or any other third party platforms or third party marketplaces (as the Seller considers these may be detrimental to the Seller’s brand, image or commercial operation), without obtaining prior written consent from the Seller or on the internet or any other electronic means other than via a website which features and meets the same Quality Standards as required for traditional sales methods, specifically including those listed below:
The Buyer shall:
• name the Goods in the correct manner and always show the brand name wherever the Products are promoted;
• when using images supplied by the Seller the Buyer must reference the brand and correct name;
• comply with all directions and instructions given to the Buyer by the Seller in relation to the promotion and advertisement of the Goods (including when, where and how to display advertising materials and other signs the Seller provides) both online and offline; and
• not do anything that could or might in the Seller’s opinion, bring the Seller’s brand into disrepute or damage the reputation of the Seller’s brand.
Compliance with Legal Requirements:
The website must comply with relevant legal requirements, including consumer rights regulations, e-commerce directives, and all applicable electronic commerce laws. Terms of service, privacy policies, and cookie consent mechanisms should be provided to users in compliance with UK and, if applicable, EU regulations.
Age restricted Products
Where the Buyer is selling Products which are age restricted (not to be sold to any person under the age of 18 under legislation in force in the UK, EU or any other territory where the Buyer is offering products for sale), the Buyer must mark the age restricted products as “age restricted” in-store and online and have in place reasonable and effective age verification processes to ensure that the age restricted products are not sold to any person under the age of 18.
If the Order for a customer contains an age restricted item (not to be either sold or delivered to a person under the age of 18), the Buyer must ensure there are adequate and effective age verification processes in place to ensure that the item, when delivered, is not delivered into the hands of a person under the age of 18.
Website appearance
The website must not suggest in any way that it is an official site of the Seller, or its brands and it must not attempt to replicate or copy any of the Seller’s websites. The domain name of the website must not contain the words “Grunwerg”, nor should it contain the name of any range or collection of products manufactured or sold by the Seller.
Images
The Buyer must contact the Seller for permission to use the Seller’s product images, logos and imagery for the purposes of selling the Seller’s Products and such use must adhere to the Seller’s brand guidelines which are available on request from the Seller.
Market positioning
The Buyer shall not use or include terminology or phraseology such as “cheap” or “discount” or any such similar words or terms on the website, in metadata or in its Product information, without the Seller’s prior written consent. This requirement shall not affect the Buyer’s right to set its retail prices entirely at its own discretion.
Recommendations
If the website suggests “other products you might like” and/or similar products and/or complementary products for sale, alongside the Seller’s Products, these products must be of a similar quality and market positioning to the Seller’s products.
Secure Payment Processing:
The website must use secure payment gateways that comply with Payment Card Industry Data Security Standard (PCI DSS) requirements to protect customers' payment information Secure socket layer (SSL) encryption should be implemented to secure transactions and protect sensitive data.
Data Protection and Privacy Compliance:
The website must comply with UK and where relevant EU data protection regulations, such as the General Data Protection Regulation (GDPR), to ensure the privacy and security of customer data.
Personal data collection, processing, and storage should be conducted in accordance with GDPR principles, including data minimization, purpose limitation, and data subject rights.
Reliability and Uptime:
The website should have high reliability and uptime to ensure uninterrupted access for customers.
The Buyer should select hosting providers or cloud services with robust infrastructure and redundancy to minimize downtime and technical issues.
Content Management and Product Presentation:
The website should offer robust content management capabilities for managing product listings, descriptions, images, and multimedia content. The Buyer should be able to easily update product information, pricing, and inventory levels to keep the website current and accurate.
Security Features:
The website should implement security features such as firewalls, intrusion detection systems, and malware scanning to protect against cyber threats and unauthorized access.
Secure authentication mechanisms, such as two-factor authentication (2FA), should be available for administrator accounts to prevent unauthorized access.
Clear Out-of-Stock Messaging:
Product pages should clearly display the current stock availability for each item. When a Product is out of stock, the Buyer’s website should display clear messaging indicating that the item is currently unavailable for purchase. The Buyer should not agree to sell any Products unless it has the stock of those Products to satisfy the sale even if the Buyer has placed an order for such products with the Seller. Any items that are due to be out of stock for up to ten working days should be marked as “out of stock” and any items that the Buyer anticipates will be out of stock for more than ten working days or if the item has been confirmed discontinued by the supplier and is no longer in stock it must be removed from the Buyer’s website as part of the Customer’s ongoing obligation to continually maintain its website.
Automatic Stock Reservation:
When a customer adds an item to their shopping cart, the website should automatically reserve the available stock for a specified period (e.g., a few minutes) to prevent overselling.
Reservation of stock ensures that customers have a fair opportunity to complete their purchase without the risk of losing the item due to simultaneous orders.
Regular Stock Audits and Updates:
The Buyer should conduct regular stock audits and updates to reconcile physical inventory with the data stored in the website. Accurate stock levels should be maintained to prevent overselling, backorders, or discrepancies between online listings and actual inventory.
Multiple Communication Channels:
The website should offer multiple communication channels for customer support, including at least email and phone support.
Responsive and Timely Support:
Customer inquiries and support requests should be addressed promptly and efficiently.
Audit:
The Buyer must permit and co-operate with an annual unannounced brand and operations audit to ensure compliance with this Appendix.
The Seller reserves the right to terminate all business and Contracts with the Buyer if the Buyer does not comply with the terms of this Appendix.