STEINEL UK Terms and Conditions of Sale
Version: 2023
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause shall have the meanings given in this clause.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Contract: the contract between Steinel and the Customer for the sale and purchase of the Goods in accordance with these Terms.
Customer: the person or firm who purchases the Goods from Steinel.
Delivery Location: has the meaning given in clause 4.1.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control which could not have been averted or remedied by exercising due care and which shall include, but is not limited, to those circumstances set out in clause 10 of these terms.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of Steinel’s quotation, or overleaf, as the case may be.
Steinel: Steinel U.K. Limited (registered in England and Wales with company number 01643417).
Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.5.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors and permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 Unless otherwise specified in these Terms, a reference to writing or written does not include fax or email.
2. BASIS OF CONTRACT
2.1 These Terms apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Each Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms and is not accepted until Steinel confirms acceptance of the Order in accordance with clause 2.3. The Customer is responsible for ensuring that the terms of its Order and any applicable specification submitted by it are complete and accurate.
2.3 An Order shall only be deemed to be accepted when Steinel confirms acceptance of the Order (which may be by email) or carries out any action consistent with the supply of Goods to the Customer, at which point the Contract shall come into existence.
2.4 Any samples, drawings, descriptive matter or advertising produced by Steinel and any descriptions or illustrations contained in Steinel’s catalogues, brochures, documents or on Steinel’s website 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 unless expressly confirmed by Steinel in writing.
2.5 Any quotation for Goods shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
3. GOODS
3.1 The Goods are described in Steinel's catalogues, brochures and on its website.
3.2 The Customer shall indemnify Steinel against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Steinel in connection with any claim made against Steinel for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Steinel's use of any specification supplied by the Customer. This clause 3.2 shall survive termination of the Contract.
3.3 Steinel reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements and Steinel shall notify the Customer in any such event. The Customer shall not be entitled to terminate the Contract as a result of any such amendments being made unless such amendments will materially change the nature or quality of the Goods.
4. DELIVERY
4.1 Steinel shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Goods are ready for delivery.
4.2 Delivery is completed on the dispatch of the Goods from Steinel’s warehouse on the last day of an agreed or set deadline or on the agreed delivery date as set out in the Order for delivery at the Delivery Location.
4.3 Unless expressly agreed in writing, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Steinel shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Steinel with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 The Customer acknowledges that Steinel uses third party carriers to deliver Orders to customers and the time of delivery of the Goods to the Customer shall be subject to proper and timely delivery by third party carriers over which Steinel has no control. Delays in the delivery of an Order shall not entitle the Customer to refuse to take delivery of the Order or terminate this agreement, subject always to the provisions of clause 10.
4.5 If Steinel fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Steinel shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Steinel with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 Where delivery is delayed through no fault of Steinel, and other than as a result of a Force Majeure Event, the Customer’s claim for compensation for late delivery shall be limited to a maximum of 0.5% of the net price of the Order affected by the delay for each full week of the delay in delivery, subject to a total maximum claim of 5% of the net price of the Order.
4.7 If Steinel is unable to deliver the Goods on the specified date as a result of the Customer’s failure to take delivery or providing inaccurate delivery instructions, delivery of the Goods shall be deemed to have been completed at 9.00am on the third Business Days after the day on which Steinel was due to deliver the Goods in accordance with the terms of the Order Steinel shall store the Goods until a new delivery date can be arranged with the Customer and actual delivery takes place and shall be entitled to invoice the Customer for all related costs and expenses (including but not limited to storage and insurance).
4.8 If ten Business Days after the day on which the Goods were due to be delivered the Customer has not accepted actual delivery for them, Steinel may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
4.9 If Steinel delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them. The quantity of any consignment of Goods as recorded by Steinel on dispatch shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence to the contrary. Shortages from packages must be notified to the carriers and Steinel in writing within three days of delivery quoting the relevant Order and invoice numbers. Steinel’s liability for confirmed shortages shall be limited to replacing the Goods up to the correct quantity specified in the Order within a reasonable time or by issuing a credit note at the pro rata rate against any invoice raised for such Goods.
4.10 Steinel will deliver all Goods in an Order in one delivery so far as possible unless otherwise agreed with the Customer. Where Steinel are unable to deliver the Goods in a single delivery, the Customer agrees that Steinel may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.11 Orders over £250 net invoice value, shall be delivered carriage paid. Orders under £250 but over £100 net invoice value will incur a £7.50 carriage charge. Orders below £100 net invoice value will incur a £12.50 carriage charge. Delivery shall be to the Delivery Location as stated in the Order. Steinel shall not be obliged to deliver Goods outside of Mainland UK but if it does, Steinel shall be entitled to charge the Customer any additional costs incurred for such delivery at its current rates.
4.12 Steinel will only, at its sole discretion, repair, credit or replace free of charge any Goods damaged in transit, provided the carrier and Steinel receive written notification of such damage within three Business Days of delivery quoting the relevant Order and invoice numbers. Steinel shall not be required to repair, refund, credit or replace any Goods where the Customer’s actions or omissions have affected Steinel’s claim against the relevant carrier.
5. QUALITY
5.1 Steinel warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
5.1.1 conform in all material respects with their description and any applicable specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Some Goods carry extended warranties, details of which can be found in Steinel’s warranty policy available at:
https://www.steinel.de/en/domestic-users/hauptnavigation/service/warranty.html
(Extended Warranty).
5.3 Goods purchased not in the course of a business or re-sold by Customers shall not be covered by any warranty. Goods purchased on auction sites shall not be covered under any warranty.
5.4 Goods purchased not in the course of a business may attract a three year warranty from the date of purchase. Goods purchased in the course of trade may carry a five year warranty from the date of purchase. The length of any applicable warranty will be as stated on Steinel’s website and/or on the packaging of the Goods. Steinel will use reasonable endeavours to pass on the benefit of such warranty to the reseller or the Customer, if not purchased directly from Steinel.
5.5 The Customer may reject any Goods delivered to it that do not comply with clause 5.1, provided that notice of rejection is given to Steinel:
5.5.1 in the case of a defect that is apparent on normal visual inspection, within five (5) Business Days of delivery;
5.5.2 in the case of a hidden defect, within five (5) Business Days of the hidden defect having become apparent; and
none of the events listed in clause 5.9 apply. If the Customer fails to give notice of defects in accordance with clause 5.5, it shall be deemed to have accepted the Goods.
5.6 Subject to the remaining provisions of this clause 5, claims for Defective Goods within the warranty period, must be made to the point of sale provider. Claims for defective Goods outside of the warranty period, must be made directly to Steinel for evaluation.
5.7 Claims outside of the warranty period but within the Extended Warranty must be brought in compliance with the Extended Warranty, as referred to in clause 5.2 above. In addition, all claims must be made in accordance with clause 5.8 and the provisions of clause 5.8 to 5.13 (inclusive) shall apply to any claim for defective Goods, whether in the warranty period, Extended Warranty or otherwise.
5.8 Subject to clause 5.9, if:
5.8.1 the Customer gives notice in writing to Steinel during the applicable warranty period as detailed in clauses 5.1, 5.2 or 5.4 within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1.1 to 5.1.3, or rejects the Goods in accordance with clause 5.5;
5.8.2 Steinel is given a reasonable opportunity of examining such Goods;
5.8.3 the Customer has provided proof of purchase which may include (but not be limited to) a purchase order/receipt specifying the description of the Goods and any associated product number(s); and
5.8.4 the Customer (if asked to do so by Steinel) returns such Goods to Steinel’s place of business at the Customer’s cost, Steinel shall, at its option, repair or replace the defective Goods.
5.9 Steinel shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.9.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.8;
5.9.2 the defect arises because the Customer failed to follow Steinel's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.9.3 the defect arises as a result of Steinel following any drawing, design or specification supplied by the Customer;
5.9.4 the Customer alters or repairs such Goods without the written consent of Steinel;
5.9.5 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
5.9.6 the Goods differ from their description and any applicable specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.10 Except as provided in this clause 5, Steinel shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.11 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.12 These Terms shall apply to any repaired or replacement Goods supplied by Steinel.
5.13 The Customer may return any unopened and unused Goods supplied on a sale or return/stock cleanse basis provided that:
5.13.1 the Goods to be returned have not been in possession of the Customer for more than 12 months from the date of delivery;
5.13.2 are returned in a saleable condition, meaning that the Goods are:
5.13.2.1 free of any material defects;
5.13.2.2 unused and sealed in their original packaging;
5.13.2.3 suitable for selling or capable of being sold to a third party by Steinel; and
5.13.3 the Customer has placed a further Order for replacement or alternative Goods with Steinel for at least double the value of the original price of the Goods.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer at the time Steinel hands over the Goods to the carrier.
6.2 Provided Steinel does not carry out the transport of the Goods ourselves, the risk shall pass to the Customer when the Goods leave Steinel’s warehouse even where the Goods are delivered carriage paid in accordance with clause 4.4.
6.3 Title to the Goods shall not pass to the Customer until Steinel receives payment in full (in cleared funds) for the Goods that Steinel has supplied to the Customer and in respect of which payment has become due, however if the Customer resells the Goods, title to the Goods shall pass to the Customer at the time specified in clause 6.6.2.
6.4 Until title to the Goods has passed to the Customer, the Customer shall:
6.4.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Steinel's property;
6.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.4.3 not pledge or otherwise offer the Goods as security for any borrowing;
6.4.4 maintain the Goods in satisfactory condition and at its own expense keep them insured against all risks for their full price from the date of delivery; notify Steinel immediately if the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4; and
6.4.5 give Steinel such information as it may reasonably require from time to time relating to:
6.4.5.1 the Goods; and
6.4.5.2 the ongoing financial position of the Customer.
6.5 Subject to clause 6.6, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Steinel receives payment for the Goods on condition that the Customer agrees with any third party purchaser either:
6.5.1 to receive full payment for the Goods in advance; or
6.5.2 that ownership of the Goods shall not pass to the third party purchaser until it has fulfilled its payment obligations to the Customer.
6.6 If the Customer resells the Goods before Steinel has received full payment and in accordance with clause 6.5:
6.6.1 it does so as principal and not as Steinel’s agent; and
6.6.2 title to the Goods shall pass from Steinel to the Customer immediately before the time at which resale by the Customer occurs.
6.7 At any time before title to the Goods passes to the Customer:
6.7.1 Steinel may by notice in writing, terminate the Customer's right to resell the Goods under clause 6.6 or use them in the ordinary course of its business if:
6.7.1.1 the Customer is in default of its payment obligations under the Contract;
6.7.1.2 has resold or otherwise disposed of the Goods outside of the ordinary course of its business;
6.7.1.3 the financial position of the Customer deteriorates; or
6.7.1.4 the Customer becomes subject to any of the events listed in clause 9.1.2 to 9.1.4; and
6.7.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Steinel’s published price list in force as at the date of the Order and excludes:
7.1.1 any amounts in respect of value added tax (VAT), which shall additionally be payable at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.1.2 save as set out in clause 4.8 above, the costs and charges of packaging, insurance and transport of the Goods,
which shall be invoiced to and payable by the Customer in addition to the net price of the Goods as stated in the Order, unless otherwise agreed in writing by Steinel.
7.2 Application for credit accounts must be accompanied by two trade and one banker’s reference and are accepted at Steinel’s sole discretion.
7.3 Steinel may, by giving notice to the Customer at any time up to three Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.3.1 any factor beyond Steinel’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.3.2 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 Steinel adequate or accurate information or instructions.
7.4 Steinel may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.5 Each invoice submitted to the Customer must be paid:
7.5.1 no later than thirty (30) days after the date of receipt of the invoice, unless on a credit account in which case the invoice shall be payable in accordance with the terms specified by Steinel as applying to such credit account;
7.5.2 in full and in cleared funds to the bank account nominated in writing by Steinel, and
7.5.3 time for payment shall be of the essence of the Contract.
7.6 If the Customer is to be entitled to deduct a cash discount, this shall only apply subject to the proviso that any and all other liabilities due from the Customer to Steinel have been settled in full at the time of the cash discount.
7.7 If the Customer fails to make a payment when due in accordance with clause 7.5, without limiting Steinel’s remedies under clause 9 (Termination), the Customer shall pay:
7.7.1 interest on the overdue sum from the due date until the date of actual payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
7.7.2 any costs incurred by Steinel in taking legal or other action in connection with the recovery of any outstanding payments due to it.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.9 All payments due to Steinel under this agreement shall become immediately due on its termination. This clause 7.9 is without prejudice to any right to claim for interest on late payments under law or under this agreement.
8. LIMITATION OF LIABILITY
8.1 Steinel has obtained insurance cover in respect of certain aspects of its own legal liability for individual claims and the limits and exclusions in this clause reflect the insurance cover Steinel has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
8.2 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
8.3.2 fraud or fraudulent misrepresentation;
8.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.3.4 defective products under the Consumer Protection Act 1987.
8.4 Subject to clause 8.3, Steinel's total liability to the Customer shall not exceed the aggregate Order value or, £5,000 whichever is the lesser.
8.5 Subject to clause 8.3, the following types of loss are wholly excluded:
8.5.1 loss of profits;
8.5.2 loss of sales or business;
8.5.3 loss of agreements or contracts;
8.5.4 loss of anticipated savings;
8.5.5 loss of use or corruption of data or information;
8.5.6 loss of or damage to goodwill; and
8.5.7 indirect or consequential loss.
8.6 This clause 8 shall survive termination of the Contract.
9. TERMINATION
9.1 Without limiting its other rights or remedies, Steinel may terminate the Contract with immediate effect by giving written notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
9.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
9.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
9.2 Without limiting its other rights or remedies Steinel may:
9.2.1 suspend provision of the Goods under the Contract or any other contract between the Customer and Steinel if the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or Steinel reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment; and/or
9.2.2 terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.3 On termination of the Contract for any reason the Customer shall immediately pay to Steinel all of Steinel’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Steinel shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10. FORCE MAJEURE
10.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
10.1.1 Acts of God, flood, storm, drought, earthquake or other natural disaster.
10.1.2 Epidemic or pandemic occurring at our, our suppliers’ or our subcontractors’ premises.
10.1.3 Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, imminent threat of war, government intervention or control in the context of a war economy.
10.1.4 Nuclear, chemical or biological contamination or sonic boom.
10.1.5 Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, political measures for monetary or trade reasons or failing to grant a necessary licence or consent.
10.1.6 Collapse of buildings, fire, explosion or accident.
10.1.7 Any labour or trade dispute, strikes, industrial action or lockouts.
10.1.8 Non-performance by suppliers or subcontractors.
10.1.9 Interruption or failure of utility service
10.1.10 Difficulties in procuring materials, shortage of personnel, breakdown of machinery and energy shortages.
10.1.11 Lack of available transport means or obstruction of transport routes of more than a short term duration.
10.2 Provided it has complied with clause 10.4, if Steinel is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, Steinel shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
10.3 The corresponding obligations of the Customer will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of Steinel.
10.4 Steinel shall:
10.4.1 As soon as reasonably practicable after the start of the Force Majeure Event notify the Customer in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement.
10.4.2 use all reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.
10.4.3 If the Force Majeure Event prevents, hinders or delays Steinel’s performance of its obligations for a continuous period of more than two months, the Customer may terminate such part of the Contract which remains to be performed by Steinel by giving seven days' written notice to Steinel.
10.5 The ongoing outbreak of the infectious disease known as coronavirus disease (COVID-19) and the virus known as severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), including potentially mutated strains (“Virus”) and corresponding measures that have been or are being taken at national or international level, or whose implementation is officially recommended in order to contain its further spread may adversely affect our ability to fulfil our contractual obligations. Adverse effects may be caused in particular by, but are not limited to, actions of a government or public authority (including the imposition of an embargo, import or export restrictions, quarantine orders or other restrictions or prohibitions, and compliance with related government orders, rules, regulations or urgent official recommendations by Steinel or any of our suppliers) and result in delays or shortages of materials, excessive staff sickness, difficulties or increased costs in obtaining staff, goods or transportation, de facto mobility restrictions or other circumstances affecting the performance of the Contract (individually and in collectively the: “Virus Effects”). Clause 10.2. shall apply accordingly to the Virus Effects.
10.6 Steinel will take such commercially reasonable measures to limit the potential impact of Virus Effects on the performance of its contractual obligations. Irrespective of the implementation of such measures, and the Customer shall in any case negotiate with Steinel in good faith on an appropriate increase in the Contract price if and to the extent that Virus Effects have caused a significant increase in the costs for the provision of our Goods.
11. GENERAL
11.1 UK WEEE Regulations
11.1.1 By placing an Order, the Customer is taking on the obligation to deal with the WEEE in accordance with the WEEE Regulations in relation to the treatment, recycling & recovery and environmentally sound disposal of the WEEE.
11.1.2 Accordingly, the Customer shall indemnify and keep indemnified, Steinel in connection with all costs, losses, expenses, penalties and/or fines levied on or in incurred by Steinel as a result of the Customer’s breach of the WEEE Regulations.
11.2 Assignment and other dealings.
11.2.1 Steinel may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
11.2.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Steinel.
11.3 Confidentiality.
11.3.1 The Customer undertakes that it shall not at any time during the Contract and for a period of 5 years after termination of the Contract (however arising), disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Steinel, except as permitted by clause 11.3.2 without the prior written consent of Steinel.
11.3.1.1 The Customer may disclose Steinel’s confidential information:
11.3.1.2 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Customer’s rights or carrying out its obligations under the Contract and shall ensure that its employees, officers, representatives or advisers to whom it discloses such confidential information comply with this clause 11.3; and
11.3.1.3 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3.2 The Customer shall not use Steinel’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.3.3 Information shall be exempt from the obligations imposed under this clause 11.3 to the extent that it:
11.3.3.1 can be proven that the information was already known to the Customer at the time of the conclusion of the Contract or subsequently becomes known to it from a third party without a confidentiality agreement, statutory provisions or official orders being violated as a result,
11.3.3.2 is already generally known at the time of the conclusion of the Contract or becomes generally known later, unless this is due to a breach of this Contract,
11.3.3.3 was obtained independently by the Customer without access to Steinel’s Information, or
11.3.3.4 must be disclosed due to legal obligations or by order of a court or authority.
11.3.4 This clause 11.3 shall survive termination of the Contract.
11.4 Entire agreement.
11.4.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
11.5 Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision of the Contract is deemed deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.8 Notices.
11.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
11.8.2 Any notice or communication given in accordance with clause 11.8.1 shall be deemed to have been received:
11.8.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
11.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the two Business Day after posting or at the time recorded by the delivery service.
11.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.8.4 A notice given under this Agreement is not valid if sent by email.
11.9 Third party rights.
11.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 Governing law.
The Contract, 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 governed by and construed in accordance with the law of England and Wales.
11.11 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.