Trade Terms & Conditions:
A. Trade Terms & Conditions of Sale: General
B. Trade Terms & Conditions: Online Sales
A. Trade Terms & Conditions of Sale: General
1. INTERPRETATION
1.1 The following words shall have the following meaning unless the context otherwise requires
Business Day means a day other than a Saturday or Sunday or public holiday in England and Wales;
Customer means the person defined as such overleaf, where the Terms and Conditions are attached to a Trade Account Application Form or otherwise the person whose order for the Goods is accepted by Robert Welch;
Change of Control means in respect of the Customer where any person or persons who control or together control the Customer ceases or together cease to control the Customer and control in this context means the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract or otherwise;
Confidential Information of a party shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from that party (or its associated companies) in connection with the Contract. In the case of Robert Welch, its Confidential Information shall include information relating to the design of the Goods and all specifications prepared by or on behalf of Robert Welch and all information derived from any of them. Confidential Information shall not include information which is in the public domain other than by breach of the Terms and Conditions;
Contract means each agreement for the supply of Goods which is formed pursuant to clause 2.2;
Data Protection Law means the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) as implemented under English law, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and the Data Protection Act 2018, in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing and relevant industry codes of practice and guidance;
Delivery means delivery of the Goods as more particularly defined in clause 5.1;
Delivery Address means the delivery address (if any) specified in the Contract, or otherwise agreed between the parties;
Goods means the goods or materials (including any instalment of them or any part of them) the quantity, quality, description and specification of which are described in each Contract;
Hospitality Customer means a Customer whose Order to purchase Goods from Robert Welch is accepted by Robert Welch on the condition of agreement by such Hospitality Customer that the Goods are only (i) for use in their own hospitality business (for example: hotels, restaurants and bars); or (ii) for onward sale to businesses in the hospitality trade (for example: hotels, restaurants and bars);
Insolvency Event means any event referred to in clause 12.1.2;
Intellectual Property Rights means all intellectual and industrial property rights, including patents, rights in registered and unregistered trade marks (including domain names), rights in registered and unregistered designs, utility models, trade or business names, confidential information, know-how, database rights, passing-off rights, and copyright (including moral rights), or other industrial, intellectual or commercial rights (including rights in any invention, discovery or process), and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;
Order means a request by the Customer to purchase Goods which may be made in writing (including email) or verbally by phone or online via Robert Welch’s online ordering portal;
Product Range means the range of Goods containing a unique stock keeping code allocated by Robert Welch to identify the Goods;
Quotation means Robert Welch’s quotation for the sale of Goods as referred to in clause 2.1 of this Agreement;
Robert Welch means Robert Welch Designs Limited (company no: 00689103) whose registered address is at The Studio Shop, Lower High Street, Chipping Campden, Gloucestershire, GL55 6DY;
Robert Welch’s Group means Robert Welch and its ultimate holding company and any direct or indirect subsidiary of such holding company and “holding company” and “subsidiary” shall have the meanings ascribed to them in section 1159 of the Companies Act 2006;
Trade Account Application Form means either the trade account application form to which the Terms and Conditions are attached or the trade account application form completed by the Customer prior to placing its first Order with Robert Welch;
Terms and Conditions means the Trade Terms & Conditions of Sale: General and the Trade Terms & Conditions: Online Sales; and
Warranty Period means:
(i) in respect of Robert Welch’s stainless-steel cutlery Goods a period of 50 years from the date of Delivery;
(ii) on all other Robert Welch Goods with the exception of wooden boards and non-stick utensils a period of 25 years; and
(iii) for all other Goods supplied by Robert Welch the periods referred to in clauses 7.2 and 7.4.
1.2 References to regulations, statutes or other statutory provisions shall be construed to include references to those regulations, statutes or provisions as amended, re-enacted or modified from time to time and shall include any subordinate legislation under the relevant statute or statutory provision.
1.3 The headings in these terms are for ease of reference only and shall not in any way affect their construction or interpretation.
1.4 Words denoting the singular include the plural and vice versa; words denoting any one gender include all genders and vice versa, and reference to a person shall include an individual, partnership, body corporate and unincorporated association.
1.5 References to any party shall include its personal representatives, lawful successor in title and permitted assignees;
1.6 The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.
2. QUOTATIONS, ORDERS AND CONTRACTS
2.1 Any Quotations which are issued by Robert Welch are subject to withdrawal and alteration any time before they are accepted by the Customer and are automatically withdrawn unless an order for Goods is placed by the Customer within 30 days after the date of the relevant Quotation.
2.2 No Order shall be binding upon Robert Welch until accepted by Robert Welch. Acceptance of an Order shall take place when Robert Welch despatches or commences production of all or part of the Goods ordered, or, if earlier, whenever the Order is expressly accepted or confirmed by Robert Welch in writing. No binding Contract shall exist to supply the Goods unless and until the Order for such Goods has been accepted by Robert Welch.
2.3 Once an Order has been accepted by Robert Welch in accordance with clause 2.2 a Contract for the supply of the Goods which is the subject of the Order accepted shall be formed.
2.4 Each Contract shall comprise the Terms and Conditions, the Quotation, the Trade Account Application Form (if any), and any additional terms agreed in writing as applicable. Robert Welch shall sell, and the Customer shall purchase, the Goods in accordance with the Contract, and the terms of the Contract shall apply to the exclusion of any other terms and conditions of the Customer.
2.5 Robert Welch reserves the right to refuse any amendments or additional items which a Customer wishes to make or add to an Order once that Order has been accepted in writing by Robert Welch in accordance with clause 2.2.
2.6 Robert Welch reserves the right to alter the specifications of the Goods or to remove all or any part of the Goods or Product Range offered for sale with immediate effect on written notice to the Customer. Where a Contract has already been formed under clause 2.2 for the affected Goods or Product Range then Robert Welch reserves the right to either substitute alternative goods of equivalent quality in replacement of them or to refund the Customer such proportion of the price of the Contract which has already been paid by the Customer and which relates to the Goods or Product Range being altered or withdrawn.
2.7 If any Contract contains provisions which are inconsistent with, or conflict with the Terms and Conditions, those provisions will prevail over the Terms and Conditions to that extent except (i) nothing shall prevail over clauses 10 (Liability) and 17 (Rights of Third Parties) unless the provision expressly provides for this by reference to these clauses; (ii) no standard terms of the Customer shall form part of any Contract unless the intention to incorporate such Customer’s terms and to override the Terms and Conditions wholly or in part is clearly expressed in writing and signed by duly authorised representatives of both parties.
2.8 Any advice or recommendation given by Robert Welch or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods, which is not confirmed in writing by Robert Welch, shall be followed or acted upon entirely at the Customer’s own risk, and accordingly Robert Welch shall not be liable for any such advice or recommendation which is not so confirmed.
2.9 Any typographical, clerical or other error or omission in any sales literature, Quotation, acceptance of offer, invoice or other document or information issued by Robert Welch shall be subject to correction without any liability on the part of Robert Welch.
3. PRICE
3.1 The price of the Goods shall be as stated in the Contract. Prices shall be invoiced in sterling unless agreed otherwise in the Contract.
3.2 The price shall be exclusive of any applicable value added tax (which shall be payable by the Customer subject to receipt of a valid VAT invoice) and of all other taxes, duties, imposts and levies.
3.3 Prices exclude packaging, insurance, freight/transport charges and other costs of carriage and delivery (“delivery charges”). Where Robert Welch has undertaken to provide or arrange for carriage to the Delivery Address, delivery charges shall be levied in addition to the price unless otherwise expressly agreed by Robert Welch in the Contract.
3.4 The Customer shall be responsible for obtaining all required export and import clearances and any other documentation necessary for the delivery of the Goods, except for any matters stated in the Contract to be the responsibility of Robert Welch.
3.5 Robert Welch reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Robert Welch which is due to any factor beyond the control of Robert Welch including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in the delivery dates, quantities or specifications for the Goods which is requested by the Customer, and accepted by Robert Welch in its unrestricted discretion, or any delay caused by any instructions of the Customer or failure of the Customer to give Robert Welch adequate information, facilities, instructions or responses.
4. TERMS OF PAYMENT
4.1 Unless otherwise agreed in writing by Robert Welch, all payment for Goods shall be made with order. Therefore, Robert Welch must receive in full and cleared funds the price for each Order from the Customer at the date of the Order being accepted by Robert Welch placed or (where Robert Welch so agrees) prior to Delivery. Robert Welch may issue an invoice once an Order has been accepted by Robert Welch.
4.2 Where alternative payment terms or credit facilities have been agreed by Robert Welch then notwithstanding any such agreement, Robert Welch reserves the right to vary such payment terms or credit facilities with immediate effect on written notice to the Customer where the Customer is in breach of the Terms and Conditions or any Contract, including requiring the Customer to make payment with Order.
4.3 Unless otherwise agreed in writing with the Customer, Robert Welch is entitled to allocate payments received to settle (in full or in part) any sums due from the Customer, whether under the Contract or any other Contract, in any order or manner Robert Welch determines, and in particular shall be entitled to apply any part payment to settle outstanding interest on overdue amounts, ahead of principal.
4.4 Notwithstanding clause 4.1 or any other arrangements for provision of credit which Robert Welch may have agreed with the Customer in respect of the Contract, the whole price of all Goods bought or agreed to be bought by the Customer shall be immediately payable without demand upon the occurrence of an Insolvency Event.
4.5 If the Customer fails to make any payment when due, without affecting any other rights which it may have, Robert Welch shall be entitled to exercise all or any of the following rights:
4.5.1 suspend production and/or deliveries of Goods until paid;
4.5.2 deduct outstanding sums from any sums owed by Robert Welch to the Customer under the Contract or otherwise;
4.5.3 require the Customer to pay any costs of storage (or a reasonable charge for storage) of undelivered Goods and materials;
4.5.4 be paid compensation and charge interest on the overdue amount at the statutory rate and otherwise in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), or at Robert Welch’s election or where such Act is not applicable, charge interest on the overdue amount, at a rate of 3% above the Bank of England’s published Bank Rate from time to time which shall accrue from day to day (both before and after any judgment) from the due date until payment in full is received by Robert Welch and shall be compounded monthly;
4.5.5 resell any Goods not yet delivered to the Customer;
4.5.6 retain any sums paid as deposit for the Goods;
4.5.7 demand the return of the Goods in accordance with the provisions of clause 6.4.
4.5.8 appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other Contract between the Customer and Robert Welch) as Robert Welch may think fit (notwithstanding any purported appropriation by the Customer).
4.6 Robert Welch shall have an action for the price and any other sums due from the Customer notwithstanding that property in the Goods has not passed to the Customer.
4.7 Settlements by cheque or credit transfer shall not be deemed paid until Robert Welch’s account is credited with cleared funds.
4.8 The Customer may not for any reason withhold, make deduction from, set off against or make abatement of any payment due to Robert Welch.
4.9 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. DELIVERY
5.1 Delivery of Goods shall take place at the time Robert Welch notifies the Customer that the Goods are ready for collection from the premises stated in the Contract or, if Robert Welch agrees to transport them to the Delivery Address, when they are despatched from Robert Welch’s premises.
5.2 Unless otherwise agreed in writing all delivery charges referred to in clause 3.3 shall be borne by the Customer. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.3 Dates and times for delivery by Robert Welch are estimates only and time shall not be of the essence in respect of these and Robert Welch shall not be liable for any loss, damage, cost or expense caused directly or indirectly by any delays in delivery subject to clause 5.5. The Customer may not terminate the Contract by reason of any delay in delivery and/or any short delivery. Robert Welch may deliver early.
5.4 Delivery may take place by way of instalments in such quantities as Robert Welch may reasonably decide. Such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Customer to cancel any subsequent instalment or repudiate the Contract as a whole. Where delivery of the Goods is to be made by Robert Welch in bulk, Robert Welch reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
5.5 Notwithstanding clause 5.3, if delivery by Robert Welch of any Goods has not been made 90 Business Days after the advised estimated date for delivery of the Goods, the Customer shall be entitled to terminate the Contract in respect of those Goods and any liability of Robert Welch however arising, as referred to in clause 10.6, shall be limited to a credit of the price due or a refund of sums paid by the Customer for those Goods not delivered. In no circumstances shall Robert Welch have any further liability to the Customer in damages or otherwise for non-delivery or late delivery of any of the Goods.
5.6 If the Customer fails to take delivery of the Goods or fails to give Robert Welch adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to Robert Welch, Robert Welch may:
5.6.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
5.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the Contract.
5.7 A delivery note stating the Contract order reference and customer account number shall accompany each delivery and the time and date recorded on the carrier’s electronic system shall be deemed to be the time and date of Delivery and such electronic recording shall constitute proof of delivery.
5.8 Where the Goods contain age-restricted items the Customer shall ensure that its representative collecting or taking Delivery of the Goods is at least 18 years old (or older if the law requires a higher age) and will provide applicable age verification identification to Robert Welch or its carrier prior to collection or delivery of the Goods on request.
5.9 No right or title in any packaging, container or transport equipment that accompanies the Goods shall pass to or vest in the Customer. Any such items shall be returned to Robert Welch no later than 30 days after their delivery in substantially the same condition as when delivered. If any such items are not so returned, Robert Welch may invoice the Customer for the cost of the repair or replacement of them.
5.10 Where Goods are sent by or on behalf of Robert Welch in error, they will be collected or credited at the discretion of Robert Welch.
6. RISK AND PROPERTY
6.1 Risk of loss or damage to the Goods shall pass to the Customer at the time of delivery or collection of the Goods by the Customer or its authorised representative.
6.2 Title in the Goods shall pass from Robert Welch to the Customer only on receipt by Robert Welch in full of the price (and VAT) for those Goods under the Contract and all other sums then due from the Customer under the Contract and any other contracts between the Customer and Robert Welch.
6.3 Until such time as the title in the Goods has passed to the Customer under clause 6.2 the Customer shall:
6.3.1 hold such Goods on a fiduciary basis as Robert Welch’s bailee and shall insure them as Robert Welch’s property and hold the proceeds of such insurance on trust for Robert Welch, and shall store and mark them in such a way that they are readily identifiable as Robert Welch’s property, and shall not mix them with any other goods;
6.3.2 not pledge or allow any encumbrance, lien, charge or other interest to arise or be created over the Goods; and
6.3.3 not dispose of or deal with the Goods or any documents of title relating to them or any interest in them;
except that the Customer may on its own account use and sell the Goods and pass title to its usual type of customers in the ordinary course of its trade, provided that the Customer’s right to use or sell the Goods shall automatically cease upon the occurrence of an Insolvency Event.
6.4 Robert Welch shall be entitled upon demand to the immediate return of all the Goods which remain in the ownership of Robert Welch, and the Customer irrevocably authorises Robert Welch to recover such Goods and any documentation relating to them and for that purpose, to enter any place and shall take all reasonable steps to help Robert Welch recover them if:
6.4.1 payment becomes overdue under a Contract;
6.4.2 the Customer is in breach of any of its obligations under the Contract or any other contract between Robert Welch and the Customer;
6.4.3 Robert Welch exercises any right to terminate the Contract or any other contract between Robert Welch and the Customer; or
6.4.4 an Insolvency Event occurs, or Robert Welch reasonably expects that an Insolvency Event is about to occur.
6.5 Recovery of the Goods by Robert Welch shall not of itself cancel the Customer’s liability to pay the whole or balance of the price for the Goods or any other rights of Robert Welch under the Contract.
7. CLAIMS
7.1 Any claim that Goods have not been delivered must be notified in writing to Robert Welch within five (5) Business Days of the estimated or planned date for delivery or performance.
7.2 The Customer shall inspect the Goods immediately on delivery and shall notify Robert Welch in writing of any shortage in delivery, damage or any other non-conformity with the Contract that ought reasonably to have been apparent on a reasonable inspection of the Goods no later than five (5) Business Days after delivery.
7.3 Subject to clause 7.4, failure to notify Robert Welch in accordance with clauses 7.1 and 7.2 will be deemed acceptance of the Goods by the Customer and shall render the Customer liable to payment. Robert Welch reserves the right not to grant refunds for any claims made later than five (5) Business Days after receipt.
7.4 All claims not notifiable under clauses 7.1 or 7.2 must be notified to Robert Welch no later than twenty
(20) Business Days after the Customer first becomes aware of the circumstances giving rise to the claim.
7.5 Once the Customer becomes aware that a defect in the Goods may exist, it must not use or supply the Goods, 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 Goods. The Customer shall indemnify and keep Robert Welch indemnified against all liability, losses and costs it incurs as a result of the Customer’s breach of this obligation.
8. RETURNS AND EXCHANGE
8.1 No returns of Goods are accepted unless prior written authorisation has been given by Robert Welch (not to be unreasonably withheld). Goods which are returned without such authorisation will be rejected at the cost of the Customer and credit will not be given. Any return or collection of authorised returns is at the Customer’s expense and the Customer shall comply with any returns policy requirements specified by Robert Welch.
8.2 No Goods are sold by Robert Welch on a sale or return basis and Robert Welch is under no obligation (unless expressly stated in the Terms and Conditions) to exchange or provide a refund for any Goods which have been correctly supplied but may choose to do so if it, in its absolute discretion believes the circumstances justify this.
9. QUALITY
9.1 Robert Welch warrants that the Goods
9.1.1 are on delivery and shall remain for the applicable Warranty Period (relevant to those Goods) reasonably free from defects in materials and workmanship;
9.1.2 are suitable for their usual purposes;
9.1.3 comply in all material respects with any description applied to them by Robert Welch.
Contracts shall not be regarded as sales by sample even if Robert Welch has provided a sample to the Customer.
9.2 If during the applicable Warranty Period there is any material breach of the warranties in clause 9.1, and the claim is notified in accordance with clause 7, Robert Welch will, at its option, repair or replace the relevant item of Goods (or any defective part), or offer a refund of all or a fair or reasonable part of the price paid for the relevant item (against the return of such item at the cost of the Customer). If Robert Welch complies with this obligation it shall have no further liability in respect of or arising from the relevant Goods.
9.3 Robert Welch shall not be in breach of clause 9.1 and/or clause 9.2 if the claim results from:
9.3.1 fair wear and tear, damage caused by the Customer’s or any third party’s default, negligence or misuse of the Goods, including the accidental or deliberate destruction of or damage to the Goods;
9.3.2 any failure to install, use or maintain the Goods in accordance with Robert Welch’s or manufacturer’s instructions, including failure to follow Robert Welch’s care instructions which can be found at https://www.robertwelch.com/customer/pages/information/product_care;
9.3.3 any alterations or modifications or repairs to the Goods other than those carried out by Robert Welch, or third parties nominated or approved in writing by Robert Welch (such approval not to be unreasonably withheld or delayed);
9.3.4 any drawing, design, specification or instruction supplied or approved by the Customer.
9.4 Robert Welch shall be under no liability under the warranties in clause 9.1 and Robert Welch shall have no obligation under clause 9.2 (or any other warranty, condition or guarantee) while any sum is overdue from the Customer to Robert Welch.
9.5 The Customer indemnifies and will keep indemnified Robert Welch against any loss suffered, where the Customer sells the Goods to a third party, and that third party claims under the guarantee set out at https://trade.robertwelch.com/pages/our-guarantee due to a defect in the Goods which has been caused by an act or omission of the Customer.
9.6 The warranties in clause 9.1 and/or clause 9.2 do not extend to parts, materials or equipment not manufactured by Robert Welch, in respect of which the Customer shall only be entitled to the benefit of any manufacturer’s warranty or guarantee that Robert Welch is entitled to transfer to the Customer.
9.7 Robert Welch reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable legal requirements (whether UK or EU statutes, regulations, directives or otherwise) or which do not materially affect their quality or performance.
10. EXCLUSIONS OF AND LIMITS ON LIABILITY
10.1 Robert Welch shall only be liable to the Customer in respect of claims notified to Robert Welch in accordance with the Contract and in particular clause 7.
10.2 Any liability Robert Welch may have for claims concerning damage to the physical property of the Customer or its employees (excluding the Goods) arising out of or in connection with the Contract, the Goods however arising, shall be limited to £10,000 per claim or series of claims arising out of the same events or circumstances and to £100,000 in total in respect of all claims.
10.3 Without prejudice to the other limitations on Robert Welch’s liability in the Contract but subject to clauses 10.2 (physical damage) and 10.7 the liability of Robert Welch for any claims arising out of or in connection with the Contract and/or the Goods, however arising shall be limited in respect of all claims in aggregate to a sum equal to the price payable (exclusive of VAT) by the Customer for the Goods under the Contract giving rise to the claims.
10.4 Notwithstanding any other provision of the Contract, but subject to clause 10.7, Robert Welch shall have no liability however arising out of or in connection with the Contract and/or the Goods for any:
10.4.1 direct or indirect loss of or damage to:
(a) profit;
(b) revenue;
(c) business;
(d) contract;
(e) opportunities;
(f) anticipated savings;
(g) data;
(h) goodwill;
(i) reputation;
(j) use;
10.4.2 indirect or consequential loss or damage; or
10.4.3 claim arising out of a claim against the Customer by a third party.
10.5 The Customer agrees that each of the sub-clauses in clause 10.4 and each of the sub-paragraphs 10.4.1(a) to 10.4.1(j) in sub-clause 10.4.1 constitute separate terms and the introductory wording of clause 10.4 shall be applied to each of them separately. If there is any claim or finding that any such individual sub- clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 10.4 or otherwise.
10.6 The term “however arising” when used or referred to in clause 10 covers all causes and actions giving rise to the liability of Robert Welch arising out of or in connection with the Contract, the Goods including (i) whether arising by reason of any misrepresentation (whether made prior to and/or in the Contract) negligence, breach of statutory duty, other tort, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; or (iii) whether caused by any total or partial failure or delay in supply of the Goods or defective Goods.
10.7 The exclusions and limitations of liability contained in the Terms and Conditions and in the Contract shall apply regardless of whether the loss or damage was foreseeable or whether the Customer notifies Robert Welch of the possibility of any greater loss or damage but no such exclusion or limitation shall apply to the extent prohibited or limited by law and in particular nothing in the Contract shall affect liability:
10.7.1 for death or personal injury caused by negligence to the extent prohibited by the Unfair Contract Terms Act 1977;
10.7.2 for fraudulent misrepresentation or other fraud;
10.7.3 for any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
10.7.4 to the extent prohibited by the Consumer Protection Act 1987.
10.8 All warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of Robert Welch, in respect of compliance with descriptions, the quality or the fitness for purpose of the Goods which are not expressly set out in the Contract are excluded except to the extent such exclusion is prohibited or limited by law.
10.9 The Customer shall indemnify Robert Welch at all times against all claims, demands, costs (including legal costs on a full indemnity basis) expenses, losses and liabilities incurred by Robert Welch as a result of any third party claim arising out of the Contract, the Goods, which is in excess of the liability expressly accepted by Robert Welch under the Contract.
10.10 In view of the exclusions and limitations of Robert Welch’s liability in the Terms and Conditions, Robert Welch recommends that the Customer considers taking out its own insurance in respect of those risks for which Robert Welch excludes or limits liability. Additionally, the Customer acknowledges that the price of the Goods provided for under the Contract reflects the exclusions and limitations on Robert Welch’s liability as set out in this clause 10, and that the Customer had the opportunity to negotiate variations to the exclusions and limitations, upon the agreement of a higher price. Accordingly, the parties agree that such exclusions and limitations are reasonable in all the circumstances.
10.11 The Customer acknowledges:
10.11.1 the potential losses, damages or claims which the Customer may suffer as a result of any breach of the Contract or other default by Robert Welch are more readily ascertainable by the Customer than by Robert Welch;
10.11.2 such losses, damages and claims may greatly exceed the sums paid under the Contract and Robert Welch has agreed to the price only on the basis that it limits its liability in the manner stated in the Terms and Conditions;
10.11.3 that the price of the Goods provided for under the Contract reflects the exclusions and limitations on Robert Welch’s liability, and that the Customer had the opportunity to negotiate variations to the exclusions and limitations upon the agreement of a high price;
10.11.4 the Customer must consider insuring any liability not accepted by Robert Welch under this Agreement and agrees that it is responsible for taking legal advice on the limits on Robert Welch’s liability;
10.11.5 the parties agree that such limits are fair and reasonable in all of the circumstances.
11. CUSTOMER'S RESPONSIBILITIES
11.1 The Customer shall be responsible to Robert Welch for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving Robert Welch any necessary information, facilities, instructions and responses relating to the Goods reasonably within a sufficient time to enable Robert Welch to perform the Contract in accordance with its terms.
11.2 The Customer is responsible for obtaining all necessary consents, licences and permits relating to its use of the Goods and for the accuracy and legality of all information including drawings, designs and specifications supplied by or on behalf of it (“Customer Information”).
11.3 The Customer shall indemnify Robert Welch at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Robert Welch as a result of any claim that Customer Information infringes any rights of any third parties, including any Intellectual Property Rights.
11.4 The Customer is responsible for transporting, storing and using the Goods in accordance with the care instructions referred to a clause 9.3.2 and Robert Welch shall not be responsible for any damage, loss or claims arising from any failure to comply with such instructions.
11.5 If the Customer becomes aware that any third party has made or is likely to make any claim in respect of any Goods (including, without limitation, as to defects in them or rights infringed by them) it shall immediately inform Robert Welch and shall afford to Robert Welch all assistance (including, without limitation, permitting Robert Welch to have conduct of any proceedings) which Robert Welch may reasonably require to enforce its rights and defend such claim.
11.6 Without prejudice to any duty of the Customer at common law, Robert Welch shall be entitled to require the Customer to take such steps as Robert Welch may reasonably require to mitigate or reduce any losses or claims that may arise in relation to the Contract.
11.7 The Customer agrees to co-operate with any product recall operation initiated by Robert Welch including providing all information and assistance that Robert Welch may reasonably require and the Customer agrees promptly to recall any of the Goods from the market when reasonably requested to do so by Robert Welch. The Customer shall not itself instigate any product recall without the prior written consent of Robert Welch except in the case of emergency. The Customer shall inform Robert Welch of all serious complaints and any other circumstances of which the Customer is aware that may give rise to a product recall requirement.
11.8 The Customer may only re-sell the Goods in the original packaging they are in when delivered to the Customer by Robert Welch.
11.9 The Customer undertakes to ensure that its advertising, marketing, promotion, sale and pricing of the Goods shall in no way reduce or diminish the reputation, image, prestige or value of the Goods.
12. TERMINATION
12.1 Without affecting any other rights and remedies it might have, Robert Welch shall be entitled to terminate the Contract and/or suspend its performance at any time without liability to the Customer by giving written notice to the Customer at any time if the Customer:
12.1.1 is in breach of any provision of, or purports to cancel, the Contract;
12.1.2 has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the relevant party is incorporated, resident or carries on business;
12.1.3 there is a Change in Control of the Customer; and
12.1.4 in any other circumstances provided for in the Terms and Conditions and/or the Contract.
12.2 Any termination however caused shall not affect:
12.2.1 any right or liabilities which have accrued prior to the time of termination;
12.2.2 the continuance in force of any provision of the Contract which expressly or by implication is intended to come into or continue in force after termination including without limitation clauses (10 Exclusions and Limits on Liability) and 14 (Confidentiality).
12.3 Upon termination however caused:
12.3.1 the Customer shall immediately return any information or materials in its possession or under its control which belong to or were supplied by Robert Welch; and
12.3.2 Robert Welch may dispose of any Goods not collected by the Customer.
13. INTELLECTUAL PROPERTY
13.1 All Intellectual Property Rights in the Goods and their specification, design, packaging, labelling and other materials supplied with or in connection with any of the Goods shall, as between the parties, remain at all times vested in Robert Welch. No Intellectual Property Rights of Robert Welch are transferred to the Customer and no licences to use any Intellectual Property Rights of Robert Welch are granted to the Customer except as may be necessary for the usual use of the Goods supplied.
13.2 In particular the Customer shall not use any of Robert Welch’s trade marks in its business except for the limited purpose of advertising the Goods for sale in the Customer’s usual course of business and then strictly subject to Robert Welch’s brand guidelines as to size, colour, font, positioning and such other usage instructions as Robert Welch may give for this purpose. Any unauthorised use of Robert Welch’s trade marks by the Customer shall be a material breach of the Terms and Conditions.
13.3 The Customer shall not remove, obscure or otherwise alter or interfere with any of the logos, marks or branding appearing on any of the Goods or their packaging.
14. CONFIDENTIALITY
14.1 Neither party shall without the prior written consent of the other party (during and after termination of the Contract) use (other than in the performance of the Contract) or disclose to any other person any Confidential Information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of Confidential Information which is required by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such.
14.2 The Customer shall not publicise or disclose the content or detail (including pricing) of any Quotation or Contract with Robert Welch, without the prior written agreement of Robert Welch.
15. DATA PROTECTION
15.1 The parties agree that it may be necessary for each of them to provide to the other party, and/or to receive and use, limited personal data concerning their respective officers, employees, contractors, suppliers, customers and other third parties such as contact details (“Contract Data”) for purposes connected with the operation, fulfilment, management and enforcement of this Agreement. Additionally Robert Welch may use the Contract Data for advertising and marketing purposes in the pursuit of its legitimate interests in accordance with Data Protection Law or for any other purpose detailed in its privacy notice (a copy of which can be viewed here https://trade.robertwelch.com/pages/privacy (the “Purpose”).
15.2 It is intended by the parties that each shall be treated as the “controller” of any Contract Data it receives or has access to for the Purpose and it is not intended by the parties that either party should be treated as the “processor” of the other in respect of such Contract Data for the purposes of Data Protection Law.
15.3 In relation to any Contract Data it provides, each party warrants and represents it is lawfully entitled to provide the Contract Data for the Purpose and in particular has obtained any required authorisations and consents and has given all necessary notices to data subjects, to enable it lawfully to provide the Contract Data.
15.4 In relation to any Contract Data it receives, each party undertakes:
15.4.1 it will only use the Contract Data for the Purpose;
15.4.2 it will comply with all its obligations as a controller under Data Protection Law;
15.4.3 it will only respond to any subject access requests or other queries or complaints from data subjects relating to the Contract Data in accordance with the Contract Data provider’s reasonable instructions.
15.5 Both parties warrant and undertake that:
15.5.1 It has not done and will not do anything that causes or is likely to cause the other to be in breach of Data Protection Law; and
15.5.2 It will notify the other of any suspected, potential or actual breaches of Data Protection Law (including the loss of personal data and breaches of security which may compromise the security of the personal data) as soon as possible and, in any event, within 2 days of identification to enable the parties to consider what action is required in order to resolve the issue in accordance with Data Protection Law.
15.6 Robert Welch may make searches with credit reference agencies about the Customer and directors of the Customer and these credit reference agencies will keep a record of that search.
16. FORCE MAJEURE
Robert Welch shall not be liable in any way for loss, damage or expense arising directly or indirectly from any hindrance, failure or delay in performing any obligation under the Contract caused by the actions or omissions of the Customer, its employees, agents, contractors or other third parties providing goods or services to or acquiring them from the Customer or by any circumstance beyond Robert Welch’s reasonable control, which shall include war (or other action of military forces), terrorism, riot, civil commotion, sabotage, vandalism, accident, breakdown or damage to machinery or equipment, acts of God, fire, flood, severe weather conditions, extreme traffic congestion, strike, lock-out or other industrial disputes (whether or not involving employees of Robert Welch) or shortage of materials at the market rates existing when the relevant Contract is made, legislative or administrative interference or national crisis (each an “Event of Force Majeure”). If an Event of Force Majeure continues for more than a period of 30 days Robert Welch shall be entitled at its discretion to perform, suspend performance of, and/or terminate the Contract.
17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
All members of Robert Welch’s Group and all employees, agents and subcontractors of Robert Welch and members of Robert Welch’s Group (each being a “TP”) shall each be entitled, in its own right pursuant to the Contracts (Rights of Third Parties) Act 1999 (“TP Act”), to enforce every defence and limitation and Indemnities expressed to be in favour of Robert Welch under the Contract to the extent determined by Robert Welch in its absolute discretion, as if such defences and limitations and indemnities were expressed to be for the benefit of the relevant TP. The Customer and Robert Welch shall not be required to notify or obtain the consent of any TP in order to rescind or vary the Contract or any provision of it. Except as referred to in this clause, no provision of a Contract shall be enforceable pursuant to the TP Act by any person who is not a party to it.
18. ENTIRE AGREEMENT
18.1 The Terms and 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 Terms and Conditions and the Contract.
18.2 The Customer acknowledges and agrees that:
18.2.1 in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made), or understanding of any person (whether party to the Contract or not) which is not expressly set out in the Terms and Conditions and/or the Contract; and
18.2.2 the only remedy available to it for breach of any statement, representation or other term that is expressly set out in the Contract shall be for breach of contract under the terms of the Contract.
19. EXPORT TERMS
19.1 In these terms, “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. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of the Incoterms shall have the same meaning in the Contract, but if there is any conflict between the provisions of Incoterms and the Contract, the latter shall prevail.
19.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 19 shall (subject to any special terms agreed in writing between the Customer and Robert Welch) apply notwithstanding any other provision.
19.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
19.4 Unless otherwise agreed in writing between the Customer and Robert Welch, the Goods shall be delivered FOB to the agreed air or sea port of shipment and Robert Welch shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
19.5 The Customer shall be responsible for arranging for testing and inspection of the Goods at Robert Welch’s premises before shipment. Where the Goods are being collected from other premises (such as Robert Welch’s supplier’s factories) then such inspection shall take place at the point of collection at those premises or where this is not practicable without delay on delivery at the Customer’s premises. Robert Welch shall have no liability for any claim in respect of any defect in the Goods which ought reasonably to have been apparent on inspection and which is made after shipment, or in respect of any damage during transit.
20. HOSPITALITY SALES
20.1 Where a Hospitality Customer places an Order to purchase Goods from Robert Welch, the Hospitality Customer agrees that it is a condition of Robert Welch’s acceptance of the Order and agreement to sell the Goods that the Goods sold and bought are only (i) for use in their own hospitality business (for example: hotels, restaurants and bars); or (ii) for onward sale to businesses in the hospitality trade (for example: hotels, restaurants and bars).
20.2 Clause 20.1 above shall apply to all Contracts with Hospitality Customers unless otherwise expressly agreed in writing and in advance with a Director of Robert Welch.
20.3 In the event that a Hospitality Customer markets, sells or otherwise offers for sale and Goods purchased from Robert Welch direct to the consumer without Robert Welch’s prior written consent, Robert Welch reserves the right to refuse to accept the Customer’s Orders and to cease to sell Robert Welch goods to that Hospitality Customer.
21. SALES AND DELIVERIES OF AGE RESTRICTED ITEMS
21.1 Where the Customer is selling Robert Welch 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 Customer is offering products for sale), the Customer 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.
21.2 Where the Customer is delivering or arranging to deliver a customer order containing an age restricted item (not to be either sold or delivered to a person under the age of 18), the Customer must ensure that there are adequate and effective age verification processes in place to ensure that the age restricted item, when delivered, is not delivered into the hands of a person under the age of 18.
22. GENERAL
22.1 Robert Welch may perform any of its obligations or exercise any of its rights under the Contract itself or through any other member of Robert Welch’s Group, provided that any act or omission of any such other member shall be deemed to be the act or omission of Robert Welch.
22.2 Robert Welch may at any time assign, transfer, charge or deal in any other manner with any of its rights hereunder and may sub-contract any or all of its obligations under the Contract.
22.3 The Customer 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 Robert Welch in its absolute discretion.
22.4 Any notice to be given shall be in writing (but excluding fax transmission), in English, and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery or by email to, the intended recipient’s address for this purpose. The address of a party for service of notices is the address set out in the Contract or such other address as a party may designate by notice given in accordance with this clause. A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first class post or recorded delivery, 48 hours from the date of posting, or, if sent by email upon sending with a successful delivery transmission report. If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.
22.5 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Contract shall not constitute a waiver of such right or remedy or of any other rights or remedies.
22.6 If any provision of the Terms and Conditions or the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Terms and Conditions or the Contract and the remainder of the provision in question shall not be affected thereby. If the whole or any part of any clause(s) are 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. Any such invalidity or enforceability shall not affect the validity or enforceability of any other provision.
22.7 Nothing in the Contract shall constitute a partnership, joint venture, representative or agency relationship between the parties hereto or be construed or have effect as constituting any relationship of employer and employee between the parties. Neither party shall have the authority to bind, or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.
22.8 Robert Welch has the right to vary the Terms and Conditions from time to time. The Terms and Conditions in force and published on our website at https://trade.robertwelch.com/terms_sale at the time the Customer places its Order will govern that Order and any ensuing Contract. The Customer is advised to check the Terms and Conditions and to print a copy before placing its Order.
22.9 The Terms and Conditions and the Contract are governed by and shall be construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
B. Trade Terms & Conditions of Sale: Online Sales
1. INTERPRETATION AND DEFINITION
1.1. Unless otherwise expressly stated, the interpretations and definitions in the Trade Terms & Conditions: General also apply to these Trade Terms & Conditions: Online Sales.
1.2. These Trade Terms & Conditions: Online Sales will apply to the Customer when offering for sale online Robert Welch products.
2. CONTRACT
2.1. These Trade Terms & Conditions: Online Sales, together with the Trade Terms & Conditions: General (“Terms & Conditions”), apply to any Contract between Robert Welch and the Customer for the sale of Goods and will apply to the Customer when offering for sale online Goods purchased from Robert Welch.
2.2. The Customer shall read the Terms & Conditions carefully and by placing an order to purchase the Goods, the Customer agrees that it has understood the Terms & Conditions and agrees to be bound by them generally and in particular when offering Robert Welch Goods and products for sale online.
2.3. If the Customer fails to comply with the Terms & Conditions, Robert Welch will close the Customer’s account and cease to sell Robert Welch products to the Customer.
2.4. Robert Welch operates a “mystery shopper” policy and will be checking on the Customer’s compliance with the Terms & Conditions.
3. AMENDMENT
3.1. Robert Welch has the right to vary the Terms & Conditions from time to time.
3.2. The Terms & Conditions in force and published on the Robert Welch website at https://trade.robertwelch.com/terms_sale at the time the Customer places its Order will govern that Order and any ensuing contract.
3.3. The Customer agrees that it is the Customer’s responsibility to check the Terms & Conditions and to print a copy before placing its Order.
4. WEBSITE FUNCTIONALITY
4.1. Any payment transactions carried out through the Customer’s website must be encrypted using the best industry standard technology and practice (for example by using SSL – Secure Socket Layer – technology) to protect the consumer and their payment details and personal data.
4.2. The Customer’s website must be continually maintained to the standards that can be reasonably expected from a website of the size and nature of that which the Customer operates.
4.3. Where the Customer is selling Robert Welch 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 Customer is offering products for sale), the Customer 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.
5. CUSTOMER SERVICE
5.1. The Customer’s website must have a customer care and service facility which allows customers to make contact and it must clearly set expectations as to how quickly customers may expect a response and respond within the timeframe provided.
5.2. All orders placed for Robert Welch products through the Customer’s website must be despatched promptly and in accordance with the Customer’s reasonable delivery policy and any applicable laws in the country in which the transaction is governed. If any product ordered by a customer through the Customer’s website is likely to be dispatched more than 5 working days after an order is placed on the website then this must clearly be stated and brought to the attention of the customer prior to the customer placing an order.
5.3. 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 Customer 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.
6. WEBSITE APPEARANCE
6.1. The Customer’s website must not suggest in any way that it is an official Robert Welch brand site and it must not attempt to replicate or copy in any way any official Robert Welch website.
6.2. The domain name and/or hostname of the Customer’s website must not contain the words “Robert Welch” nor should it contain the name of any range or collection of products manufactured or sold by Robert Welch.
6.3. The Customer can contact trade@robertwelch.com for permission to access and use Robert Welch product images, logos and seasonal imagery solely for the use for the purposes of selling Robert Welch products that the Customer has purchased from Robert Welch.
6.4. Any photographs which the Customer uses on its website to promote and/or display Robert Welch products must be those provided by Robert Welch.
6.5. Robert Welch may, at its absolute discretion and on request, provide prior written permission to the Customer to use other graphic materials to promote Robert Welch products. To request such permission, the Customer can send the request to trade@robertwelch.com.
6.6. The Robert Welch logos and trademarks, product and lifestyle imagery, product names and descriptions and dimensions and brand descriptions must adhere strictly to the Robert Welch brand guidelines which are available on request by contacting trade@robertwelch.com.
6.7. In the event that the Customer’s website suggests “other products you might like” and/or similar products and/or complementary products for sale, alongside Robert Welch products, these goods must be of a similar quality and positioning to Robert Welch products. Robert Welch shall have absolute discretion as to whether goods are of similar quality and position to Robert Welch products.
7. STOCK OF ROBERT WELCH
7.1. No more than 10% of the Customer’s online offering shall be made up of Robert Welch products without obtaining prior written consent from a Robert Welch director.
7.2. Under no circumstances must the Customer promote the sale, or show as being for sale, any Robert Welch products on the Customer’s website which the Customer does not hold in stock at the time of promotion and offering for sale, even if the Customer has placed an order for such products.
7.3. Any items that are due to be out of stock for between two and ten working days must be marked as “out of stock.” Any items that are due to be out of stock for more than 10 working days must be removed from the Customer’s website as part of the Customer’s ongoing obligation to continually maintain its website.
7.4. Clauses 7.2 and 7.3 shall not apply where the Customer and Robert Welch have expressly agreed otherwise in writing.
8. SALES OF ROBERT WELCH PRODUCTS
8.1. With the exception of Hospitality Customers (see definition of Hospitality Customers in Interpretation in Trade Terms & Conditions: General and clause 20), Customers may not sell Robert Welch Goods to another business. Such forward selling of Robert Welch Goods is forbidden and the Customer agrees that it will not forward sell any Robert Welch Goods.
8.2. The Customer shall not engage in any secondary wholesaling of Robert Welch Goods.
8.3. The Customer shall not sell Robert Welch Goods to any person or business which it reasonably suspects may be buying such goods for any time of onward sale.
8.4. Where the Customer is a retailer based or operating in the European Union, the Customer must not supply, sell or commit to sell any Robert Welch Goods through its website to any person or business situated in a country or countries outside of the European Union.
8.5. The Customer agrees and confirms that it will make it clear in its terms and conditions of sale and on its website that it is not able to supply or sell Robert Welch products to people or business situated in such countries.
8.6. If the Customer is a retailer based in or operating outside of the European Union, the Customer may only sell Robert Welch Goods in the Customer’s domestic market which will be where the Customer’s principle place of business is situated. The Customer shall not sell or commit to sell any Robert Welch Goods through the Customer’s website to any person or business situated in countries outside of the Customer’s domestic market. The Customer agrees and confirms that it will make it clear in its terms and conditions of sale and its website or similar that it is not able to sell Robert Welch Goods to people or businesses situated in such countries.
8.7. The Customer must not offer for sale or sell Robert Welch Goods through eBay or Amazon or Alibaba or Trouva or any third party platforms or third party marketplaces which Robert Welch considers, at its absolute discretion, may be detrimental to the Robert Welch brand, image or commercial operation without obtaining prior written consent from a Robert Welch Director.
8.8. Where Robert Welch Goods are sold to the Customer as a ‘set’ (for illustrative purposes only, a knife block set) the set must not be split and sold individually on the Customer’s website.
8.9. The Customer must not sell, deliver or arrange to deliver knives or sharp bladed products to anyone under the age of 18 and must take all steps necessary to ensure that their age verification on sale and delivery is sufficient to ensure that such age restricted products are not sold to or delivered into the hands of anyone under the age of 18.
9. LINKS, AFFILIATIONS, COLLABORATIONS, ADVERTISING AND EMAIL MARKETING
9.1. On request from Robert Welch, the Customer will disclose in writing all affiliates through which the Customer lists Robert Welch products for sale and, where instructed by Robert Welch, will cease the sale of Robert Welch products through any affiliate disallowed by Robert Welch.
9.2. Subject to Clause 9.3 the Customer must not:
9.2.1. Sell Robert Welch Goods through affiliates which offer automatic pricing based on competition without obtaining prior written permission from a Robert Welch Director;
9.2.2. Use or include terminology or phraseology such as “free”, “cheap”, “discount” or any such similar words or terms on the Customer’s website, in product information or in metadata, without Robert Welch’s prior written consent;
9.2.3. Use or include any terminology or phraseology that suggests the Customer has a preferential position with Robert Welch over any other retailer(s) of Robert Welch goods, for example, “home of”, “official”, “exclusive”, “largest range of” or any such similar words or terms on the Customer’s website, in product information or in metadata, without Robert Welch’s prior written consent;
9.2.4. Create, maintain or be involved with promotional sites, social networking or loyalty clubs specific to Robert Welch or any Robert Welch brands, collections or products;
9.2.5. Add or publish content regarding collaborations between Robert Welch and other brands, lifestyle websites and magazines unless specifically authorised in writing in advance from a Robert Welch Director having supplied Robert Welch with details of such campaign as it reasonably requires.
9.3. Clauses 9.2.2 and 9.2.3 do not affect the Customer’s right to set its retail prices entirely at its own discretion.
9.4. Advertisements created by the Customer, or on behalf of the Customer, must not appear to be from Robert Welch or to replicate advertisements or promotions created by Robert Welch.
9.5. The Customer must not send unsolicited email marketing bearing Robert Welch brands, logos, products or similar.
10. PROVISION OF INFORMATION AND AUDIT
10.1. The Customer must provide Robert Welch with a complete list of all of the Customer’s trading web addresses by emailing this to trade@robertwelch.com and the Customer agrees to keep Robert Welch informed and at least once in every 6 months period updated of changes and additions to these thereafter.
10.2. From time to time Robert Welch will request a list of any affiliate websites through which the Customer sells Robert Welch Goods and the countries in which the Customer trades and the Customer will be required to provide Robert Welch with such information.
10.3. The Customer must be open to and fully co-operate with one annual unannounced brand and operations audit to ensure compliance with the Terms & Conditions.
11. COMPLIANCE WITH LAWS
11.1. The Customer’s website and any sales of Robert Welch Goods must at all times be conducted in accordance with and in compliance with any and all applicable laws and regulations of any relevant jurisdiction including the Consumer Protection (Distance Selling) Regulations 2000.
11.2. Robert Welch reserves the right to terminate all business and Contracts with the Customer if the Customer fails to comply with all applicable laws and regulations of the country in which the Customer operates.
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