Terms & Conditions
ESDEVIUM GAMES LIMITED trading as each of ASMODEE UNITED KINGDOM and COILEDSPRING GAMES
TERMS AND CONDITIONS OF SALE | Issued 1 November 2022
These terms and conditions (“Conditions”) as updated from time to time shall apply to each transaction between the Seller and the Buyer for the supply of Goods, together with any special terms agreed in writing between the relevant trading division of the Seller, namely Asmodee United Kingdom or Coiledspring Games, and the Buyer (but subject to the Buyer meeting the customer criteria published by the Seller from time to time).
PLACEMENT OF AN ORDER SHALL BE CONCLUSIVE EVIDENCE OF THE BUYER’S AGREEMENT TO CONTRACT ON THESE CONDITIONS. THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 13.
1 DEFINITION AND INTERPRETATION
1.1 In these Conditions:
“Affiliate” means, with respect to either party, any legal entity (now or in the future) directly or indirectly controlled by it, by its parent entities or by its ultimate holding entities, or any legal entity which belongs to the same group of companies under unified control. With respect to the Seller, “Affiliate” means any such entity controlled by Financiere Amuse Topco SAS (registered with Versailles, 842 440 778).
“Authorised Person” means a person having the authority to bind the Buyer when the Order is placed with the Seller;
“Business Days” means a day other than a Saturday, Sunday or public holiday when banks in London are open;
“Buyer” means the natural person, firm, company, partnership or other legal entity who purchases the Goods;
“Conditions” means the terms and conditions set out in this document together with any special terms agreed in writing;
“Contract” means the contract between the Buyer and the Seller for the supply of Goods incorporating (a) these Conditions and (b) the Order offered by the Buyer which is accepted by the Seller pursuant to clause 3.4;
“Delivery” means completion of delivery or collection of the Goods pursuant to clause 6.1 (and “Delivered” shall be construed accordingly);
“Delivery Date” means the date allocated by the Seller for the Goods to be delivered or collected (as applicable) in accordance with the Seller’s usual delivery procedures (or otherwise agreed by the parties);
“Delivery Location” means the location confirmed by the Buyer for delivery of Goods as recorded in the Seller’s systems which may be
(i) the Buyer’s premises or that of the Buyer’s agent;
(ii) the Buyer’s freight carrier;
(iii) where collection of the Goods has been agreed, the Seller’s warehouse or
(iv) such other location notified by the Buyer in writing;
“Force Majeure Event” means an event, circumstance or cause beyond a party's reasonable control including, but not limited to, acts of god, war, pandemics, epidemics, civil commotion, government policies or restrictions or control (including restrictions on export or import) and trade or industrial disputes of whatever nature (and whether or not such dispute involves the Seller, its employees or agents);
“Goods” means all those articles (or any part of them) detailed on the Order which are accepted by the Seller to be supplied to the Buyer on these Conditions;
“Invoice” means the formal final invoice issued by the Seller to the Buyer (for whole or part of a requested Order);
“Order” means a written or oral request by the Buyer to purchase articles from the Seller, communicated via post, email, ecommerce site, telephone or in person;
“Payment” means payment in full to the Seller for all debts owed by the Buyer to the Seller in relation to the Contract including (a) the Price less any agreed discounts; (b) applicable VAT; (c) any agreed delivery costs; (d) any accrued interest; and (e) any other charges agreed for the Order and/or detailed on the Invoice;
“Price” means the price (excluding VAT) for the Goods including standard packing based on the Seller’s applicable trading division’s pricelist (as updated from time to time by the Seller);
“Publisher” means any natural person, firm, company, partnership or other legal entity which holds the intellectual property or exploitation rights in articles sold by the Seller and therefore governs the sale and distribution of those articles. The Seller may also be the Publisher in respect of certain articles;
“Seller” means Esdevium Games Limited, a company incorporated in England and Wales (company no 03055732) with registered office at 27-28 Eastcastle Street, London, W1W 8DH (VAT no GB 329 8008 46) operating through its two separate trading divisions:
(i) Asmodee United Kingdom at Unit 6 Waterbrook Road, Alton, Hants, GU34 2UD; and
(ii) Coiledspring Games at Unit 3 Hampton Hill Business Park, High Street, Hampton Hill, Middlesex, TW12 1NP;
“VAT” means value added tax or equivalent sales tax.
1.2 A reference to one gender includes reference to the other genders and words in the singular shall include the plural and vice versa.
1.3 A reference to writing or written includes e-mails.
1.4 Any clause using the words including, in particular or similar shall be illustrative only and shall not limit the relevant words
2 APPLICABLE CONDITIONS
2.1 The Conditions apply to the Contract to the exclusion of all other terms and conditions, including any implied terms or terms which the Buyer may purport to apply, impose or incorporate under any website, purchase order or other document used by the Buyer.
2.2 No variation to these Conditions (including any special terms agreed between the parties) shall be enforceable unless agreed in writing by the Seller.
2.3 If there is conflict or ambiguity between provisions, the following order of precedence will apply:
2.3.1 any special terms agreed in writing;
2.3.2 these Conditions;
2.3.3 the Invoice or other written acceptance of the Order;
2.3.4 the Order.
2.4 The Buyer must meet, and continue to meet, the Seller’s customer criteria (as published by the Seller from time to time) and the Seller reserves the right to conduct checks to verify compliance.
3 ORDER PROCESS
3.1 The Order submitted to the Seller shall be deemed to be an offer by the Buyer to purchase, capable of acceptance (in whole or part) by the Seller under these Conditions. The Buyer is responsible for ensuring that information contained in the Order is complete and accurate.
3.2 The Order shall include:
3.2.1 a description of the articles and the volume requested;
3.2.2 the Price for the articles as understood by the Buyer;
3.2.3 the requested date of delivery (provided it is not less than 10 Business Days after the date of the Order); and
3.2.4 the requested location of delivery (to one site only, unless otherwise agreed).
3.3 The Seller may accept or reject the Order (in whole or part) at its sole discretion, including but not limited to where:
3.3.1 the Buyer does not meet the Seller’s customer criteria (as published by the Seller from time to time);
3.3.2 the Buyer has previously behaved in a manner which may breach these Conditions (or previous terms relating to supply by the Seller or its Affiliates);
3.3.3 there are outstanding sums due under another contract between the Buyer and the Seller (or its Affiliates); and/or
3.3.4 the Seller (or its Affiliates) has had historic payment issues with the Buyer.
3.4 The Order shall not be accepted, and no binding obligation nor Contract shall arise or be formed, until the earlier of:
3.4.1 the Seller’s written acceptance of the Order (in whole or part) by issuing the Invoice to the Buyer (noting that any initial acknowledgment email, ‘sales order’ or ‘draft invoice’ issued by the Seller shall not constitute formal written acceptance of the Order); or
3.4.2 the Seller dispatching the Goods or notifying the Buyer that they are available for collection (in whole or in part).
3.5 For the avoidance of doubt, no verbal in person or telephone acceptance of the Order shall be valid.
3.6 The Buyer may only change, cancel or withdraw the Order prior to acceptance by the Seller or pursuant to clause 23 (Force Majeure).
4 DESCRIPTION OF THE GOODS AND QUALITY
4.1 Catalogues, price lists, adverts and other published information are only indications of the type of products available and shall not form part of the Contract, nor be considered a warranty or representation in relation to the Goods.
4.2 Quotations, samples, images or adverts issued by the Seller (or its Affiliates or the Publisher) are for the sole purpose of giving an approximation of the Goods and so not form part of the Contract.
4.3 The Seller reserves the right to amend the Goods if required by the Publisher or due to any statutory or regulatory requirement, and the Seller shall notify the Buyer in such event.
5 PRICE AND PAYMENT
5.1 Goods will be invoiced at the Price in force on acceptance of the Order, subject to clause 5.2. The Price is exclusive of VAT, which the Buyer shall pay at the rate applicable on the date of the Invoice.
5.2 The Seller may, by giving notice to the Buyer at any time before Delivery, increase the Price to reflect:
5.2.1 factors beyond the Seller's control (including foreign exchange rates, increase in price of supply to the Seller or labour and increases in taxes and duties);
5.2.2 a request by the Buyer to change the Delivery Date, Delivery Location or the quantities or types of Goods ordered; or
5.2.3 any delay caused by failure of the Buyer to give the Seller adequate or accurate information or instructions.
5.3 If the Price increases (or an error in the Price has been corrected) between the placing of the Order by the Buyer and acceptance by the Seller, the Buyer may withdraw the Order (or applicable part) provided it does so within 48 hours of notification of the change and within 5 Business Days returns the applicable Goods at its own cost if already Delivered.
5.4 The Buyer shall make Payment for each Invoice:
5.4.1 upon receipt or in accordance with any credit terms (including payment due dates) agreed by the Seller and confirmed in writing on the Invoice; and
5.4.2 in full and in cleared funds to a bank account nominated in writing by the Seller,
and time for Payment shall be of the essence of the Contract.
5.5 Credit terms may be given, amended or cancelled at the Seller’s sole discretion The Seller reserves the right to undertake a credit check (including use of credit reference agencies) and the Buyer shall promptly provide any information reasonably required by the Seller to ascertain the Buyer’s credit worthiness.
5.6 If the Buyer fails to make the Payment on the due date then, without prejudice to the Seller’s other rights and remedies:
5.6.1 the Seller may suspend or cancel delivery or collection under the Contract, or any other contract between the parties, and may reallocate the stock to other customers, as the Seller in its sole discretion thinks fit;
5.6.2 all other invoices from the Seller shall become payable; and
5.6.3 the Buyer shall pay interest on the overdue sum from the due date until Payment, whether before or after judgment, with interest accruing each day at 4% a year above HSBC Plc’s
then base rate (but at 4% a year for any period when that base rate is below 0%)
5.7 The Seller may at any time set off and allocate the Payment against any other invoice or debt outstanding at the date of the Payment.
6 DELIVERY / COLLECTION OF THE GOODS 6.1 Subject to clause 14.1 and the Buyer’s compliance with clause 5, the Seller shall use reasonable efforts to deliver the Goods to the Delivery Location on the Delivery Date in accordance with the Seller’s usual delivery procedures. “Delivery” is achieved on the completion of unloading (or loading in the case of agreed collection) the Goods at the Delivery Location.
6.2 The Buyer agrees that time is not of the essence for Delivery and nothing in these Conditions shall create or imply any legal obligation to deliver (or allow collection) on the Delivery Date.
6.3 The Buyer shall confirm the Delivery Location, provide the Seller with adequate delivery instructions and shall make any arrangements necessary for the successful acceptance of delivery or collection of the Goods (as applicable) on the Delivery Date at the Delivery Location.
6.4 For international deliveries (including to the European Union/European Economic Area) terms are EX WORKS (Incoterms® Rules 2020) from the Seller’s nominated warehouse, unless otherwise agreed in writing.
6.5 The Seller may use instalments for the Order, which shall be invoiced and paid for separately, and each instalment shall constitute a separate Contract. Any delay, unavailability or defect in an instalment of the Order shall not entitle the Buyer to cancel any other instalment of the Order (or any other orders).
6.6 If the Seller fails to achieve Delivery, its liability shall be limited to the reasonable costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price. The Seller shall have no liability for any failure to deliver the Goods to the extent it is caused by:
6.6.1 a Force Majeure Event; or 6.6.2 the Buyer’s failure to comply with clause 6.3 (in which case the Buyer shall pay the Seller’s reasonable associated storage and insurance charges).
7 ACCEPTANCE OF THE GOODS
7.1 A signature confirming receipt of the Goods or the words “unexamined” or similar shall be deemed to confirm receipt of the Goods and the number of units stated on the delivery note.
7.2 No responsibility is accepted by the Seller for damages or shortages unless Goods are signed for on the delivery note.
7.3 Damage to outer packaging of the Goods must be notified to the Seller or its carrier on Delivery. The Buyer must notify the Seller of any other deficiencies in the Goods (including late delivery, damage or shortfall) within 48 hours of Delivery. If not, the Buyer shall be deemed to have accepted the Goods and the Seller shall have no liability to the Buyer in respect of any such damage or other deficiencys.
7.4 Where the Buyer rejects any of the Goods, the Buyer shall have no further rights in respect of the supply of such Goods or the failure by the Seller to supply Goods which conform to the Contract (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 Payment to the Buyer within 30 days).
7.5 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 Title to the Goods shall remain with the Seller until Payment is made, and title to the Goods shall then pass to the Buyer. Until Payment, the Goods shall be kept separate from other goods held by the Buyer and identifiable as the Seller's property, and the Buyer shall insure the Goods and keep them in good and saleable condition. 8.2 Risk in the Goods shall, notwithstanding clause 8.1, pass to the Buyer upon Delivery to the Delivery Location.
8.3 If Goods are Delivered prior to Payment, the Buyer shall hold the Goods in a fiduciary capacity for the Seller until Payment and shall remain liable to account to the Seller for the Goods or, if the Goods are sold by the Buyer in accordance with clause 8.4, for that part of the sale proceeds which is equivalent to the Payment (“the Seller’s Part of the Proceeds”).
8.4 The Buyer shall have the right to sell the Goods before Payment in the normal course of its business and the right to pass title to such sub-buyers, provided the Buyer pays the Seller’s Part of the Proceeds into a separate bank account clearly denoted as containing monies deposited for the benefit of the Seller by the Buyer acting in a fiduciary capacity.
8.5 The Seller shall be entitled at any time while Payment (or any other sum owed by the Buyer to the Seller under any other contract) is outstanding to retake possession of the Goods and the Buyer undertakes, at its own cost, to deliver the same to the Seller or its agent upon request and/or the Seller or its agent shall have the right during normal business hours to enter the land and buildings of the Buyer or its agent to retake possession of such Goods.
9 RESALE OF THE GOODS
9.1 Except where indicated prior to the Seller’s written acceptance of the Order, the Goods are supplied to the Buyer for resale within the UK and EU/EEA through its own stores and/or its own websites. Export or resale by the Buyer to territories outside the UK and EU/EEA or sale through other channels (including websites) may be restricted by the Seller and/or the Publisher. The Buyer acknowledges that it is responsible for checking with the Seller regarding such resale restrictions outside the UK and EU/EEA. 9.2 The Buyer accepts all liability in the event of a breach of clause 9.1 and shall indemnify the Seller against all liabilities, costs, damages and losses (including direct, indirect or consequential losses, loss of profit, loss of reputation, legal costs and reasonable expenses) suffered by the Seller in connection with the Buyer’s breach.
9.3 The Buyer shall not resell the Goods using a lottery, raffle or other type of arrangement falling under the Gambling Act 2005 (as amended, replaced or updated from time to time).
10 REWARD SCHEMES
10.1 The Seller may, in its sole discretion, introduce, operate, limit, vary and cancel any rebates, discounts, incentives, marketing support and/or reward schemes relating to its goods and services, as separately made available from time to time to qualifying customers of each of its trading divisions, Asmodee United Kingdom and Coiledspring Games (“Reward Schemes”).
10.2 The Buyer acknowledges and agrees that its business and/or the Order may not qualify for such Reward Schemes and/or the Buyer may lose the opportunity to qualify for, or to receive the benefit of, such Reward Schemes if, at any time, the Buyer is considered by the Seller (in its sole discretion) to be in breach of any of these Conditions.
11 INTELLECTUAL PROPERTY RIGHTS (IPR)
11.1 The Buyer acknowledges that the Publisher (or its licensors) owns IPRs in and to the Goods, their packaging and related advertising materials. No licence or assignment of such IPRs is granted to the Buyer under these Conditions.
11.2 The Buyer acknowledges that it has no right to repackage or relabel the Goods without the prior written approval of the Publisher, save in so far as applicable law allows.
11.3 The Buyer acknowledges that the Publisher may choose to impose an “On Sale Date”, territorial restrictions for resale and other commercial conditions (as permitted by law) in relation to the sale of some or all of the Goods, and that this information may be communicated to the Buyer by either the Publisher or the Seller. In either case, the Buyer acknowledges and agrees that:
11.3.1 it shall comply with any such instructions, which are a condition of the Contract;
11.3.2 the Publisher may have the right to take action and impose restrictions against the Buyer should the Buyer fail to comply with any such instructions;
11.3.3 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”; and
11.3.4 the Buyer shall have no claim against the Seller for any of the foregoing.
12 BUYER’S WARRANTIES
12.1 The Buyer warrants that it is familiar with and shall, at its own expense, comply with all applicable laws, regulations and other governmental requirements in force (as amended, replaced or updated from time to time) regarding the importation, handling, sale, promotion, demonstration and use of the Goods in each applicable territory, including the laws referred to in clause 17. 12.2 The Buyer accepts all liability for breach of clause 12.1 and shall indemnify the Seller and the Publisher against all liabilities, costs, damages and losses (including direct, indirect or consequential losses, loss of profit, loss of reputation, legal costs and reasonable expenses) suffered by the Seller or the Publisher in connection with the Buyer’s breach.
12.3 The Buyer is responsible for maintaining up to date lists of Authorised Persons and approved delivery and invoice addresses, and promptly sending the Seller an update following any changes. The Seller accepts no liability and the Buyer accepts full responsibility for any losses incurred by the Seller, arising partly or wholly due to information being incomplete or inaccurate.
13 SELLER’S WARRANTIES
13.1 The Seller warrants for a period of 3 months after Delivery (“Warranty Period”) that the Goods will correspond in all material respects with the description given by the Seller and be free from all material defects in design, material and workmanship. 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).
13.2 If the Buyer gives notice in writing to the Seller during the Warranty Period, and within 5 Business Days of discovery, that any of the Goods do not comply with the warranty set out in clause 13.1, and the Buyer provides photographic evidence or other information reasonably necessary for the Seller to examine such Goods and/or the Buyer returns such Goods to the Seller's place of business if requested, the Seller shall, at its option, either repair or replace or refund the Price of the relevant part of the Goods.
13.3 The Seller excludes liability to the Buyer for consequential and indirect loss including loss of profit (whether direct or indirect), revenue, opportunity, reputation or goodwill.
13.4 The Buyer acknowledges and agrees that the total liability of the Seller in connection with these Conditions, whether arising in contract, misrepresentation, tort (including negligence) or otherwise shall not exceed an amount equal to the Payment.
13.5 These Conditions do not limit or exclude any liability which cannot legally be excluded or limited, including liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the warranty implied by section 12 of the Sale of Goods Act 1979.
13.6 The Buyer acknowledges and agrees that the Seller’s liability is limited to that set out in this Clause 13, which shall survive termination of the Contract.
14.1 The Seller, in its sole discretion and without limiting its other rights and remedies, shall be entitled to withdraw its acceptance of the Order (in whole or part) thereby cancelling the Order (in whole or part), if the Seller is unable to obtain the Goods to supply to the Buyer within such period of time and at such cost as the Seller deems reasonable.
14.2 The Seller, in its sole discretion and without limiting its other rights and remedies, may at any time terminate the Contract, with immediate effect by giving written notice to the Buyer if:
14.2.1 the Buyer fails to pay any amount due under these Conditions, or any other contract with Seller, on the due date for payment and fails to remedy that non-payment within 2 Business Days of such non-payment; or
14.2.2 the Buyer commits a material breach of any term of these Conditions and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the Buyer being notified in writing to do so; or
14.2.3 the Buyer takes any step or action in connection with administration, liquidation, an arrangement with its creditors (other than a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or equivalent event or procedure; or
14.2.4 the Buyer suspends, threatens to suspend, cease or threatens to cease to carry on all or a substantial part of its business; or
14.2.5 the Buyer's financial position deteriorates to such an extent that in the Seller's reasonable opinion the Buyer's ability to fulfil its obligations under the Conditions has been placed in jeopardy.
14.3 The Seller, in its sole discretion and without limiting its other rights and remedies, may at any time suspend Delivery of the Goods under the Contract, or any other contract between the parties, if the Buyer becomes subject to any of the events listed in clause 14.2, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
14.4 Either party, in its sole discretion and without limiting its other rights and remedies, may terminate the Contract pursuant to clause 23 (Force Majeure).
15 CONSEQUENCES OF TERMINATION
15.1 On cancellation of the Order or termination of the Contract for any reason:
15.1.1 the Buyer shall, within 5 Business Days, pay to the Seller all outstanding Payments and, in respect of Goods Delivered but for which no Invoice has been raised, the Seller shall raise an Invoice, which shall be payable by the Buyer immediately on receipt; and
15.1.2 provided no other sums are owed by the Buyer, the Seller shall, within 5 Business Days, repay to the Buyer any Payment paid in advance for Goods which have not been Delivered.
15.2 Cancellation of the Order or termination of the Contract shall not affect the parties’ accrued rights and remedies.
15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after cancellation or termination shall remain in full force and effect.
16.1 Each party undertakes that it shall not, during performance of the Contract and for two years after, disclose to any person any confidential information it has received (that was not already public information) concerning the business, affairs, customers, clients or suppliers of the other party (or its Affiliates or the Publisher), except as permitted by clause 16.2.
16.2 Each party may disclose the other party's confidential information:
16.2.1 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
16.2.2 to its employees, officers, Affiliates, contractors, representatives or advisers who need to know such
information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract.
16.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. However, the Buyer agrees that details relating to the Buyer and the Order may be shared with, and processed by, the Seller’s Affiliates and/or the Publisher (or their appointed agents and representatives) where appropriate. 16.4 Without limiting clause 16.3, the Buyer shall not (whether at its own premises, or on websites, social media platforms or any other public or members-only forum) use, publish, post or place any text or images relating to communications between the parties, Orders, Invoices or any commercially sensitive or confidential information, for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
17 COMPLIANCE WITH LAWS
17.1 Each party shall at its own expense comply (and use reasonable commercial efforts to assist the other party to comply) with applicable laws, regulations and secondary legislation (as amended, replaced or updated from time to time) relating to its activities under this Contract, including but not limited to laws relating to:
17.1.1 anti-bribery and anti-corruption including the Bribery Act 2010;
17.1.2 anti-slavery and anti-human trafficking including the Modern Slavery Act 2015;
17.1.3 lotteries and raffles including the Gambling Act 2005;
17.1.4 data protection and privacy including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 and related legislation.
17.3 In relation to trading compliance, each party:
17.3.1 agrees to comply with all applicable trade and economic sanctions, export control, and anti-boycott laws and regulations in performing this Contract, including but not limited to EU, UK, UN and United States (the U.S. Department of Commerce Bureau of Industry and Security's ("BIS") Export Administration Regulations and the economic sanctions programs administered by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC")) laws and regulations (together "Trade Restrictions");
17.3.2 represents and warrants that neither it nor any Affiliate is: (i) included on any of the restricted party lists maintained by the EU, UK, UN and/or the U.S. Government under applicable Trade Restrictions, including the Specially Designated Nationals List administered by OFAC, the Denied Parties List, Unverified List, Entity List maintained by BIS (collectively, "Restricted Party Lists"), (ii) owned or controlled by an entity on a Restricted Party List, or (iii) owned or controlled by or acting on behalf of the governments of Cuba, Iran, North Korea, Syria or Venezuela. Each party shall immediately inform the other party about
any change of ownership, control and/or other circumstances that could invalidate the representations made under this clause;
17.3.3 agrees that in performing the Contract, it shall not, directly or indirectly, do business with or provide goods or services to any company or individual on the Restricted Party Lists or to any country with which trade is prohibited by any applicable sanctions; and
17.3.4 agrees that the Contract may be terminated by the non-breaching party if the other party or anyone acting on its behalf fails to comply with this clause and that a breach of this clause entitles the non-breaching party to refuse to enter into, to perform any delivery or to cancel any delivery or to terminate the Contract with immediate effect and at its sole discretion.
18 NOTICES AND COMMUNICATIONS
18.1 All formal notices required under these Conditions must be in writing and delivered to each party’s registered or usual trading address (or such other address as a party specifies in writing) by personal delivery, pre-paid first class mail or recorded mail delivery.
18.2 For all other communications, the Buyer shall only contact the Seller (and any Affiliate company of the Seller) by using the relevant contact details set out on the Seller’s websites at (i) www.asmodee.co.uk or (ii) www.coiledspring.co.uk or as notified by the Seller.
18.3 The Buyer shall, and will ensure that its employees, officers, Affiliates, contractors, representatives and advisers shall:
18.3.1 conduct themselves in a professional manner and never communicate with the Seller's employees, officers, Affiliates, contractors, representatives or advisers in a way which the Seller, acting reasonably, deems to be inappropriate or abusive; and
18.3.2 do nothing which the Seller, acting reasonably, believes could damage the reputation or goodwill of the Seller or its Affiliates).
19 ASSIGNMENT AND OTHER DEALINGS
19.1 The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate or deal in any other manner with all or any of its rights or obligations under the Contract.
19.2 The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller (such consent not to be unreasonably conditioned, withheld or delayed).
Any delay or failure by the Seller to exercise any of its rights or remedies under the Contract shall not be a waiver of them, nor a waiver of the right to exercise the same on a future occasion. Any waiver by the Seller must be in writing to be effective.
21 THIRD PARTY RIGHTS
No term of these Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act
22 NO PARTNERSHIP OR AGENCY
Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise one party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
23 FORCE MAJEURE
23.1 The Seller shall have no liability for any direct or indirect loss (including consequential loss or loss of profit) damage or delay or expense of any kind caused wholly or in part by a Force Majeure Event.
23.2 In the circumstances of a Force Majeure Event, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for more than 3 (three) months, either party may terminate the Contract by giving 10 Business Days written notice to the other party.
24 ENTIRE AGREEMENT
The Contract constitutes the entire agreement between the parties in relation to the Order. Each party acknowledges that it in entering into the Contract 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.
If any provision or wording of these Conditions is held to be invalid, unlawful or unenforceable, it shall be deemed excluded and the rest of these Conditions shall remain in full force and effect and will be interpreted as if these Conditions did not contain that provision or wording.
26 GOVERNING LAW AND JURISDICTION
The Contract and any dispute or claim (including non-contractual disputes or claims) arising in connection with it will be governed by the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the English Courts in respect of any such dispute or claim