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Terms of Sale Terms of Sale for CARTE BLANCHE GREETINGS LIMITED (company number 2265225) whose registered office is at Unit 3, Chichester Business Park, Tangmere, Chichester, West Sussex, PO20 2FT ("Carte Blanche") 1 Carte Blanche is the creator and owner of various Carte Blanche greeting cards and retail products (“Products”) which can be purchased from Carte Blanche for onward sale to third parties, through a purchase order process subject to these terms of sale. These conditions (as may be updated from time to time upon notice to you) apply to all orders and sales for Products placed by You (“Reseller”) to the exclusion of all other terms and conditions (including any of your terms and conditions under any purchase order, confirmation of order or any other document). These terms shall supersede any specific product terms that might apply to your order and in the event of any inconsistency with any other terms that might apply, these terms shall prevail. These conditions replace any other earlier conditions and may only be changed by us in writing. 2 Terms of Sale 2.1 Carte Blanche agrees to sells its Products to Reseller sub-ject to these Terms of Sale. 2.2 Nothing shall prevent Carte Blanche from supplying the Products to other clients either directly or via other resellers or agents. All rights not specifically and expressly granted to the Reseller under these Terms are reserved to Carte Blanche. 2.3 Carte Blanche, hereby grants to the Reseller a personal, non-transferable, non-exclusive right to sell, market and support the Products (including the Intellectual Property Rights therein) and to use any documentation related to the Products only to the extent strictly necessary for the Reseller to perform its obligations under these Terms and for no other purpose whatsoever. 2.4 The Reseller shall offer to purchase the Products from Carte Blanche which shall be subject to acceptance by Carte Blanche. There shall be no obligation upon Carte Blanche to accept or fulfil any order. 3 Intellectual Property Rights 3.1 Carte Blanche is the owner or lawful licensee of all Intellectual Property Rights in the Products and any supporting documentation. 3.2 Nothing in these Terms nor any licence for the resale of the Products shall be construed to convey or transfer any ownership or proprietary interest in any Intellectual Property Rights in the Products, to the Reseller or any third party. 3.3 Reseller shall not adapt, vary or modify the Products, any Carte Blanche Trade Marks or branding or create deriva-tive works and shall not make copies of the Products for any purpose without Carte Blanche's prior written consent. 3.4 The Reseller undertakes throughout the Term: 3.4.1 to comply with Carte Blanche Brand Guidelines which are Carte Blanche’s rules and guidelines for the use of Carte Blanche brand and Trade Marks which may be updated amended from time to time and is available from the Carte Blanche website; 3.4.2 to notify Carte Blanche of any actual, threatened or suspected infringement of Carte Blanche's Intellectual Property Rights; 3.4.3 to affix such notices to the Products or their packaging or advertising as Carte Blanche may reasonable require; 3.4.4 to compensate Carte Blanche for any use by the Reseller of Carte Blanche's Intellectual Property Rights otherwise than in accordance with these Terms; 3.4.5 not to tamper with any markings or name plates or other indication of the source of origin of the Prod-ucts which may be placed by Carte Blanche on the Products; 3.4.6 to use the Trade Marks and any Carte Blanche branding (in compliance with all relevant laws and regulations) and solely in accordance with the Brand Guidelines whenever any Product is referred to by the Reseller; 3.4.7 not to use any name or mark similar to or capable of being confused with Carte Blanche’s Trade Marks or branding nor modify any of the Trade Marks or branding in any way nor use the Marks or any derivation of them otherwise than is permitted by these Terms; 3.4.8 to acknowledge that any goodwill or reputation for the Products or Documentation generated by the Reseller's obligations under these Terms will belong to Carte Blanche and upon termination of these Terms for whatever reason the Reseller shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation. 3.5 All sales, marketing and support of the Products shall be strictly in accordance with the Carte Blanche Brand Guidelines. 4 Carte Blanche obligations and rights 4.1 Carte Blanche shall provide and promptly update informa-tion about the Products, and provide the Reseller with appropriate sales and marketing materials relating to the Products. 4.2 Carte Blanche shall be entitled for any reason to reject any order, tender or request for the Products submitted by the Reseller. 5 Reseller's obligations 5.1 The Reseller shall promote and market the Products (at its own cost). 5.2 The Reseller shall not: 5.2.1 hold itself out, or permit any person to hold it out, as being authorised to bind Carte Blanche in any way nor do any act which might reasonably create the impression that it is so authorised; 5.2.2 pledge the credit of Carte Blanche in any way; 5.2.3 engage in any conduct which in the opinion of Carte Blanche is prejudicial to business or the marketing of the Products generally. 5.3 The Reseller shall indemnify and keep indemnified Carte Blanche from and against any and all losses, fees and costs incurred by Carte Blanche resulting from breach of these Terms. 6 Warranty 6.1 Carte Blanche warrants that the Products shall comply in all material respects with their description and published specification, current at the time of delivery. 6.2 Carte Blanche does not warrant that the Products will meet any particular requirements. All other warranties including any implied warranties of merchantability, satisfactory quality or fitness for purpose or ability to achieve a particular result are hereby excluded. In the absence of fraud, no oral or written information or advice given by Carte Blanche or its agents or licensees shall create a warranty or give rise to any other liability other than is given in these Terms. 7 Warranty remedies 7.1 In respect of the Products, the Reseller agrees that its sole remedy in respect of any non-compliance with any war-ranty in these Terms is that Carte Blanche will accept re-turn of the faulty Product and refund the price paid. 7.2 The Reseller must promptly notify Carte Blanche of any non-conformance to the above warranties and in any event, any defect must be reported to Carte Blanche within 14 days of the date of delivery in order to benefit from the remedies stated above. 8 Limitation of liability 8.1 Carte Blanche shall indemnify the Reseller for personal injury or death caused by its negligence in connection with the performance of their duties under these Terms, or by defects in any Products supplied pursuant to these Terms. 8.2 Carte Blanche shall indemnify the Reseller for direct dam-age to tangible property caused by its negligence in con-nection with the supply of Products. Carte Blanche's total liability under this clause shall be limited to a sum equiva-lent to the price paid to Carte Blanche under these Terms for the Products that are the subject of the Reseller's claim. 8.3 Save in respect of claims for death or personal injury aris-ing from Carte Blanche's negligence, in no event will Carte Blanche be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of Carte Blanche whether such damages were reasonably foreseeable or actually foreseen. 8.4 Except as provided above, in the case of personal injury or death, Carte Blanche's maximum liability to the Reseller for any cause whatsoever (whether in the form of a refund, the additional cost of remedial services, or otherwise) will be for direct costs and damages only which will not include loss of profits, and will be limited to 100% of the price paid and payable to Carte Blanche for the Products that are the subject of the Reseller's claim. 8.5 All liability that is not expressly assumed in these Terms is hereby excluded. These limitations will apply regardless of the form of action, whether under statute, in contract, tort, including negligence, or any other form of action. For the purposes of this clause 'Carte Blanche' includes its employees, sub-contractors and suppliers. The Reseller acknowledges that Carte Blanche's employees, sub-contractors and suppliers shall have the benefit of the limits and exclusions of liability set out in this clause under the Contracts (Rights of Third Parties) Act 1999. Nothing in these Terms shall exclude or limit liability for fraudulent misrepresentation. 9 Orders and deliveries 9.1 Reseller will place an order with Carte Blanche either via a sales representative, by electronic means or through Ticket Control for the purchase of Products. 9.2 Carte Blanche will consider such purchase request and if it is able to meet requirements it will notify the Reseller of acceptance of the order and the delivery date and shall use reasonable endeavours to deliver the Product to the Reseller at the delivery address by such date. 9.3 While Carte Blanche shall use reasonable commercial efforts to meet delivery and supply times, the Reseller's only remedy for unreasonable delay in supplying Products will be the right to terminate these Terms after service of notice of breach. 9.4 Carte Blanche shall be under no obligation to accept any orders and may refuse at any time 10 Price 10.1 The Reseller shall pay the Purchase Price as provided by Carte Blanche from to time. 10.2 Carte Blanche reserves the right to alter any prices or specifications at any time without notice, and all Goods are sold subject to the prices applicable at the time of delivery. 10.3 Unless agreed otherwise with the Reseller, the price quoted and charged shall include the cost of delivery in England, to the Reseller’s premises except that a fixed charge of £5.00 shall apply to all orders having a VAT ex-clusive value of less than £100.00. 10.4 Prices exclude VAT which will be charged at the prevailing rate. 10.5 The Reseller shall be liable for any other agreed fees, any national, European Union, value added, sales, excise, state, local or other taxes or customs duties applicable. 10.6 Payment of all charges is due within 30 days of the date of invoice. 10.7 The Reseller shall pay an interest charge on any sum out-standing to Carte Blanche at the rate of 1.5% per month from the due date of payment until payment has actually been made. The Reseller shall notify Carte Blanche in writing within 10 days or receipt of an invoice that the invoice is in dispute. 11 Force majeure Carte Blanche shall have no liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circum-stances beyond its reasonable control. 12 Severance If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circum-stances of or the validity or enforcement of these Terms. 13 Waiver No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of these Terms shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these Terms. No right, power or remedy in these Terms conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party. 14 Retention of title 14.1 All goods supplied by Carte Blanche to the Reseller under these Terms shall remain the sole and absolute property of Carte Blanche both in law and in equity until the Reseller shall have paid Carte Blanche the agreed price. 14.2 The Reseller acknowledges that it is in possession of all goods supplied under these Terms solely as bailee for Carte Blanche until the Reseller shall have paid Carte Blanche the agreed price. 14.3 Until such time as in accordance with the above provisions the Reseller becomes the owner of the Products the Reseller will store them in a manner which makes them readily identifiable as the Products of Carte Blanche. 14.4 Notwithstanding the retention of the property in the Prod-ucts by Carte Blanche in accordance with the above provisions all Products supplied by Carte Blanche to the Reseller under these Terms shall be at the insurable risk of the Reseller as soon as they are delivered by Carte Blanche to the Reseller's premises or otherwise to its order. 14.5 Until such time as in accordance with the above provisions either the Reseller shall have ceased to have the right to retain possession of the goods or shall have acquired the property in them, the Reseller shall be entitled to resell the Products in the ordinary course of the business but shall account to Carte Blanche for the proceeds of sale. 15 Proper law and jurisdiction 15.1 These Terms and all matters arising from them and any disputes shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions save that: 15.1.1 Carte Blanche shall have the right to sue to recover its fees in any jurisdiction in which the Reseller is operating or has assets; and 15.1.2 Carte Blanche shall have the right to sue for breach of its Intellectual Property Rights and other proprietary information and trade secrets (whether in connection with these Terms or otherwise) in any country where it believes that infringement or a breach of these Terms relating to its Intellectual Property Rights might be taking place. 15.2 Reseller recognises that Carte Blanche’s business relies upon the protection of its Intellectual Property Rights and that in the event of a breach or threatened breach of Intel-lectual Property Rights, Carte Blanche will be caused ir-reparable damage and shall therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its Intellectual Property Rights. Version 2 27 January 2010 CARTE BLANCHE GREETINGS LIMITED
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