X

Store Finder

Cookie use on this website

We use cookies to ensure that we can provide you with the best experience on our website. If you continue we assume you consent to receive all cookies from this website. More Info

 

 

ESDEVIUM GAMES LIMITED – CONDITIONS OF SALE              Issued 5th May 2020

1.

DEFINITIONS

1.1

“Authorised Person”

means a person having the authority to bind the Buyer when Orders are placed directly with the Seller, including Orders placed using the Seller’s website.

1.2

“Buyer”

means an Authorised Person, be it an actual or other person, firm, company or public corporation by whom or on whose behalf an Order is given.

1.3

“Conditions”

means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

1.4

“Delivery Date”

means the date specified by the Seller when the Goods are to be delivered.

1.5

“Goods”

means the articles which the Buyer agrees to purchase from the Seller.

1.6

“Order”

means any actual request by a Buyer to purchase Goods from the Seller placed through any communication channel, including but not limited to, Telephone, Post, Verbal, Written or Electronic means.

1.7

“Price”

means the price for the Goods, packing, and (where applicable) insurance and carriage costs up to (a) delivery to the Buyer’s premises or the Buyer’s agent, (b) delivery to the Buyer’s freight carrier, or (c) collection of the Goods from the Seller’s warehouse (as may be agreed for the relevant Order).

1.8

“Publisher”

means the person, firm, company or public corporation which holds the intellectual property rights subsisting in any particular article sold by the Seller and therefore governing its sale and distribution. For the avoidance of doubt, the Seller may be the Publisher in respect of certain Goods.

1.9

“Seller”

means Esdevium Games Limited (trading as Asmodee United Kingdom), registered office 27-28 EASTCASTLE STREET LONDON W1W 8DH Company No. 03055732.

2.

CONDITIONS APPLICABLE

2.1

All Orders are accepted subject to these Conditions, to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase Order, confirmation of Order or similar document.

2.2

All Orders for Goods shall be deemed to be offers by the Buyer to purchase Goods pursuant to these Conditions. The Seller may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:

 

2.2.1

the Seller’s written acceptance of the Order; or

 

2.2.2

the Seller dispatching the Goods or notifying the Buyer that they are available for collection (as applicable).

2.3

The placing of an Order by the Buyer shall be deemed conclusive evidence of the Buyer’s agreement to contract on the terms contained in these Conditions.

2.4

Any variation to the Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.5

Catalogues, price lists and advertisements and other published information are only indications of the type of products available and shall not form part of the contract of sale or any other contract with the

Buyer nor be considered a collateral warranty or representation including the same.

2.6

Any failure by the Seller at any time or for any period to enforce any one or more of the Conditions shall not be a waiver of them or a waiver of the right to enforce such Conditions on a future occasion.

2.7

Goods are supplied to the Buyer for resale within the EU/EEA. Export to territories outside the EU/EEA may be restricted by the Publisher. The Buyer acknowledges that it is their sole responsibility to check with the Seller regarding such restrictions, accepts all liability in the event of a breach of this clause and will indemnify Seller against all damages and costs arising from any breach of this clause or of such Publisher's restrictions.

2.8

The Buyer represents and warrants that it is familiar with all applicable laws, regulations and other governmental requirements regarding the importation, handling, labelling, sale, demonstration and use of the Products within the territory in which it is reselling the Goods (Requirements).

2.9

The Buyer warrants that it will comply with all such Requirements and will bear the cost of such compliance and will fully indemnify Seller against all damages and costs arising from any liability to Seller caused by breach of such Requirements.

2.10

The Buyer acknowledges that the Seller’s liability is limited to that set out in Clause 4.

2.11

The Buyer is responsible at all times for maintaining an up to date list of Authorised Persons and sending the Seller an updated list of Authorised Persons, immediately following a change in Authorised Persons.  The Seller accepts no liability and the Buyer accepts full responsibility for any losses incurred by the Seller, arising partly or wholly due to the list of Authorised Persons being inaccurate.

2.12

The Buyer is responsible at all times for maintaining an up to date list of approved Delivery and Invoice addresses for their business and sending the Seller an updated list of approved Delivery and Invoice addresses, immediately following a change in approved Delivery and Invoice addresses for their business. The Seller accepts no liability and the Buyer accepts full responsibility for any losses incurred by the Seller, arising partly or wholly due to the list of approved Delivery and Invoice addresses being inaccurate.

3.

THE PRICE AND PAYMENT

3.1

Prices are subject to alteration without notice. Goods will be invoiced at the prices in force on acceptance of the Order. The Price is exclusive of VAT which shall be due at the rate applicable on the date of the Seller’s invoice. If the Price increases between the placing of the Order and acceptance, then the Buyer may cancel the Order provided it does so within 48 hours of notification of the increased Price and returns at its own cost forthwith any Goods that have been delivered.

3.2

Payment of the Price and VAT shall be due in cleared funds on placing the Order unless credit terms have been agreed in writing. Where the Seller does not require payment when the Order is placed and in the absence of any agreed credit terms then payment shall be due in cleared funds 30 days from the date of the Seller’s invoice.

3.3

Credit limits may be given to approved accounts at the sole discretion of the Seller but the Seller will require trade references. The Buyer shall promptly provide the Seller with any financial and commercial information reasonably required by the Seller from time to time to ascertain the credit eligibility and credit worthiness of the Buyer. At its sole option and without notice the Seller may at any time cancel or amend a credit limit previously granted.

3.4

Interest on overdue invoices shall accrue from the date when the payment becomes due from day to day until the date of payment at a rate of 8% above HSBC plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

3.5

If the Buyer fails to make any payment on the due date then, without prejudice to any of the Seller’s other rights, all other invoices from the Seller to the Buyer shall become payable forthwith and the Seller may:

 

3.5.1

suspend or cancel deliveries of any Goods due to the Buyer; and/or

 

3.5.2

appropriate any payment made by the Buyer to such of the Goods supplied under any other contract with the Buyer (as the Seller may in its sole discretion think fit).

3.6

The Seller may set off and allocate any sums received from the Buyer against any other invoice or debt outstanding by the Buyer at the date of payment.

4

WARRANTIES AND LIABILITY

 

The Seller warrants that the Goods will at the time of delivery (or collection) correspond to the description given by the Seller. All other warranties, conditions or terms relating to the Goods (whether to their quality, condition or fitness for a particular purpose and whether implied by statute or common law or otherwise) are excluded to the maximum extent permitted by law (save for the warranty implied by section 12 of the Sale of Goods Act 1979). If the Goods breach these terms the Seller shall repair or replace them at its option or pay damages as limited below. The Seller excludes liability to the Buyer for consequential and indirect loss, loss of profit (whether direct or indirect), revenue, opportunity, reputation and goodwill. The total and aggregate liability of the Seller under or in connection with these Conditions, whether arising in contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise shall not exceed an amount equal to the total Price paid by the Buyer for the Goods. This clause does not limit or exclude any rights or liability not permitted to be so in English law and nothing in these terms excludes or limits the liability of the Seller to the Buyer for death or personal injury caused by negligence nor for fraud nor for any other liability which cannot be excluded or limited by law.

 

5.

INTELLECTUAL PROPERTY RIGHTS

5.1

The Buyer acknowledges that the Publisher (or its licensors) owns all intellectual property rights in and to the Goods. No licence or assignment of the intellectual property rights in and to the Goods is granted to the Buyer under these Conditions.

         

 

 

5.2

The Buyer acknowledges that the Goods are supplied for resale in the manner intended by the Publisher and that it has no right to repackage the Goods without the prior written approval of the Publisher save in so far as English law allows.

5.3

The Buyer acknowledges that the Publisher may choose to impose an “On Sale Date” and any other lawful or commercial conditions (as permitted by law) it chooses on the sale of some or all of its Goods and that this information may be communicated to the Buyer by either the Publisher or the Seller. In either case, the Buyer will respect any such instructions, which are a condition of these terms.

5.4

The Buyer acknowledges and accepts that the Publisher may have the right to take action against the Buyer should these instructions be broken and that such action may include an instruction to the Seller to deliver to the Buyer some or all of the Publisher’s future products only on or after their “On Sale Date”.

5.5

The Buyer acknowledges that such consequences are at the complete discretion of the Publisher and that the Buyer has no claim against the Seller for the implementation of said measures.

6

DELIVERY / COLLECTION OF THE GOODS

6.1

The parties shall agree the arrangements for the delivery or collection of the Goods. On the Delivery Date, the Goods shall either be (a) delivered to the Buyer’s address or that of its agent, (b) delivered to the Buyer’s freight carrier, or (c) collected from the Seller’s warehouse (in each case, as may have been agreed for the relevant Order).

6.2

The Buyer shall make all arrangements necessary to take delivery of the Goods or to arrange for their collection, whenever they are tendered for delivery or made available for collection (as applicable).

6.3

If the Buyer fails to accept delivery of the Goods or to collect the Goods (as applicable), the Buyer shall pay all reasonable storage and insurance charges incurred by the Seller as a result of such failure.

6.4

For international deliveries, terms are EX WORKS unless otherwise agreed in writing with the Seller.

6.5

The Seller will use its reasonable efforts to deliver on the date requested but this shall not be or imply any legal obligation to deliver on the Delivery Date.

6.6

We may deliver Goods to the Buyer by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7.

ACCEPTANCE OF THE GOODS

7.1

The Buyer must notify any deficiencies (including late delivery or shortfall) in the Goods to the Seller within 48 hours of receipt. If the Buyer fails to do so, the Buyer shall be deemed to have accepted the Goods and the Seller shall have no liability to the Buyer in respect of any deficiency or shortfall in such Goods.

7.2

The Goods are not supplied to the Buyer on a ‘sale or return’ basis or on a ‘consignment sale’ basis and nothing contained within these Conditions shall be construed to indicate otherwise.

8.

TITLE AND RISK

8.1

The property in the Goods shall remain with the Seller until such time as payment in full for all debts owed by the Buyer to the Seller (including the Price, VAT and all accrued interest) shall have been paid by the Buyer to the Seller, whereupon the property in the Goods shall pass to the Buyer. Until such payment the Goods shall be kept separate from other Goods of the Buyer and identified as the Seller's property, and the Buyer shall insure the Goods, take all reasonable care of the Goods and keep them in good and saleable condition.

8.2

Risk in the Goods shall, notwithstanding sub-clause 8.1, pass to the Buyer upon delivery by the Seller to the Buyer, or upon the Seller notifying the Buyer that the Goods are available for collection (as applicable).

8.3

When Goods are delivered to the Buyer prior to payment, the Buyer shall hold the Goods in the capacity of a fiduciary for and on behalf of the Seller until payment and in such capacity and until such time shall remain liable to account to the Seller for the Goods or if the Goods are sold by the Buyer in accordance with the next sub-clause of this clause for that part of the sale proceeds of the sale thereof (“the Seller’s Part of the Proceeds”) which is equivalent to the Price at which the same were invoiced by the Seller to the Buyer.

8.4

The Buyer shall have the right to sell in the normal course of its business any Goods before payment provided that the Buyer shall pay the Seller’s Part of the Proceeds of such a sale into a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Seller by the Buyer acting in a fiduciary capacity.

8.5

In the case of Goods sold while the property is still vested in the Seller, the Seller hereby gives the Buyer the right to pass the property therein to the sub-buyers where such sub-sales are in the normal course of its business.

8.6

The Seller shall be entitled at any time while payment for the Goods or any other debt by the Buyer to the Seller is outstanding to retake possession of such Goods and the Buyer undertakes, at its own cost, to deliver the same to the Seller or its duly appointed authorised agent upon request and the Seller or its duly authorised agent shall have the right during normal business hours to enter upon the land or buildings of the Buyer to take possession of the said Goods.

9.

REMEDIES OF THE BUYER

9.1

Where the Buyer rejects any Goods, the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale (save that where such rejection was due to a deficiency in the Goods and the Buyer has paid the Seller for such Goods in advance, the Seller shall refund the Price of such Goods to the Buyer within 30 days).

9.2

A signature confirming receipt of the Goods or the words “unexamined” or similar words shall be deemed to confirm receipt of the Goods. No responsibility is accepted by the Seller for damages or shortages unless Goods are signed for on the delivery note. A signature on a delivery note will be deemed to be confirmation of the number of cartons received as stated on the delivery note. Damage to outer packaging must be notified to the carrier on receipt. All other damages and shortages must be notified to the Seller within 48 hours of delivery.

10.

FORCE MAJEURE

 

The Seller shall be under no liability for any loss (including consequential loss or loss of profit) damage or delay or expenses of any kind whatsoever caused wholly or in part by any act of force majeure which shall include but not be limited to Acts of God, outbreak of war, civil commotion, government policies or restrictions or control including restrictions on export or import or other licences, trade or industrial disputes of whatever nature, whether or not such dispute involves the Seller, its servants or agents, or by any other contingency whatsoever which is beyond the reasonable control of the Seller.

11.

ENTIRE AGREEMENT

11.1

The Conditions constitute the entire agreement between the parties, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

11.2

Each party acknowledges that it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.

12.

SEVERABILITY

 

If any provision or wording of these Conditions is held to be unlawful or unenforceable for any purpose it shall be deemed excluded for that purpose and the rest of these Conditions shall remain in full force and effect.

13.

GOVERNING LAW AND JURISDICTION

 

This 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 subject to the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any such dispute or claim.

Asmodee United Kingdom is the trading name of Esdevium Games Limited Registered in England & Wales: 3055732 VAT No: GB 329 8008 46 Registered Office: 27/28 Eastcastle Street, London, W1W 8DH