TERMS AND CONDITIONS OF SALE | Issued 3 August 2026
These Conditions shall apply to each transaction and the wider relationship between the Seller and the Buyer for the supply of Goods, together with any special terms agreed in writing. The version in force when we accept an Order applies to that Order.
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 directly or indirectly controlled by Asmodee Group AB (registered with the Swedish Companies Registration Office; no 559273-8016);
“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 with an approved account who purchases the Goods in the course of a business;
“Conditions” means the terms and conditions in this document, as updated from time to time, 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 under clause 3.4;
“Credit Terms” means any adjustment to the Seller’s standard terms for Payment (such as due dates) agreed in writing by the Seller and confirmed in a Sales Acceptance;
“Customer Criteria” means the Seller’s published customer eligibility and trading criteria, as updated from time to time;
“Delivery” means completion of delivery or collection (if permitted) of the Goods under 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 (if permitted) 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) another 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;
“Loyalty Schemes” has the meaning given in clause 10.1;
“Order” means a request by the Buyer to purchase articles from the Seller, communicated via post, email, ecommerce site, telephone or in person (which is then reflected by the Seller in a document issued to the Buyer marked ‘Sales Quote’);
“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 Sales Invoice;
“Price” means the price (excluding VAT) for the Goods including standard packing based on the Seller’s applicable trading division’s price list (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;
“Sales Acceptance” means a document marked ‘Sales Acceptance’ (formerly ‘Sales Order’) with confirmation of the Seller’s acceptance of a requested Order (in whole or part);
“Sales Invoice” means a document marked ‘Sales Invoice’ issued by the Seller in respect of Goods accepted under Clause 3.4;
“Seller” means Asmodee UK Limited, a company incorporated in England and Wales (company no 03055732) with registered office at Hogmoor House, Templars Way, Bordon, Hampshire, GU35 9GQ (VAT no GB 329 8008 46) operating through its two separate trading divisions: (i) Asmodee UK; and (ii) Coiledspring;
“VAT” means value added tax or equivalent sales tax; and
“Warranty Period” has the meaning given in clause 13.1.
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 (and the wider trading relationship between Orders) 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 shall be enforceable unless agreed in writing by the Seller.
2.3 If there is conflict or ambiguity between provisions, the following priority applies: (i) special terms agreed in writing as a variation to these Conditions; (ii) these Conditions; (iii) the Sales Acceptance; and (iv) the Order.
2.4 The Buyer must have an active account, with accurate and up to date information, to submit Orders. The Seller can place on hold or close any account where the Buyer:
2.4.1 no longer meets the Customer Criteria;
2.4.2 has breached these Conditions;
2.4.3 has breached release date/on sale date or any other lawful Publisher restrictions;
2.4.4 presents an unacceptable credit, legal, regulatory, reputational or product safety risk;
2.4.5 has failed to provide verification information;
2.4.6 has not placed an order for more than 6 months; or
or otherwise where continued supply be contrary to the Seller’s legitimate business interests or applicable law.
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, as reflected in a Sales Quote, shall include:
3.2.1 a description of the Goods and the volume ordered (minimum volumes/whole case volumes may apply);
3.2.2 the Price for the Goods (subject to clause 5.2);
3.2.3 any requested date of delivery (provided it is not less than 10 Business Days after the Order date); 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 Customer Criteria;
3.3.2 the Buyer has breached these Conditions;
3.3.3 there are outstanding sums due or any other payment issues with the Buyer; or
3.3.4 the volume of available stock necessitates a process of allocation by the Seller amongst its customers.
3.4 The Order shall not be accepted, and no Contract for the supply of Goods shall arise, until the earlier of:
3.4.1 the Seller’s written acceptance of the Order (in whole or part) by issuing a Sales Acceptance; or
3.4.2 the Seller dispatching the Goods or notifying the Buyer that they are available for collection.
3.5 For the avoidance of doubt, any verbal, in person or telephone acceptance of the Order shall not be valid, and any initial acknowledgment, sales quotation, sales invoice or provisional stock allocation issued by the Seller shall not constitute formal written acceptance of the Order.
3.6 The Buyer may only change or cancel the Order (i) prior to acceptance by the Seller or (ii) under clause 23 (Force Majeure). Following acceptance under clause 3.4, the Buyer may not change or cancel the Contract except with the Seller’s prior written agreement. The Seller is not obliged to accept any request for partial Delivery or partial Payment.
Unless there are Credit Terms in place, the Contract formed under clause 3.4 shall be subject to Payment in advance as a condition precedent to the Seller’s obligation to dispatch or make the Goods available for collection. Where Credit Terms apply, the Buyer shall make Payment by the due date agreed in those Credit Terms.
4 DESCRIPTION OF THE GOODS AND QUALITY
4.1 The contractual description of the Goods shall be the applicable product code, title and description stated in a Sales Acceptance.
4.2 All catalogues, price lists, quotations, samples, images, adverts and other information issued by the Seller (or its Affiliates or the Publisher) are for the purpose of giving an approximation of the Goods and do not form part of the Contract, and shall not be considered a warranty or representation in relation to the Goods.
The Seller reserves the right to make any non-material changes to the Goods required by the Publisher or applicable laws. If a change is material, the Seller shall notify the Buyer, and the Buyer may withdraw its Order for the affected undelivered Goods.
5.1 Goods will be invoiced at the Price stated in the Sales Quote, unless clause 5.2 applies. The Price is exclusive of VAT, which the Buyer shall pay at the rate applicable on the Sales Invoice date.
5.2 Before issuing the Sales Acceptance the Seller may, by written notice, correct any pricing error and notify a revised Price or Payment. The Buyer may withdraw its Order at any time before acceptance, but after 2 Business Days shall be deemed to accept the notified revised Price or Payment.
5.3 After issuing the Sales Acceptance but before Delivery, the Seller may, by written notice, amend the Payment only to reflect:
5.3.1 an increase in taxes, duties or other government charges;
5.3.2 a material movement in exchange rates or the Seller’s third-party acquisition or freight costs which was not reasonably foreseeable when the Contract was formed; or
5.3.3 a change or delay requested or caused by the Buyer (such as a change to the Delivery Location or failure of the Buyer to give adequate or accurate information or instructions).
Where an increase exceeds 5% of the original Payment, the Buyer may cancel the affected Goods but after 2 Business Days shall be deemed to accept the notified revised Price or Payment.
5.4 The Buyer shall make Payment for the Goods:
5.4.1 upon receipt of the Sales Invoice or in accordance with any Credit Terms;
5.4.2 in full and in cleared funds to a bank account nominated in writing by the Seller; and
5.4.3 without set-off, counterclaim, deduction or withholding, except for any deduction or withholding required by law
and time for Payment shall be of the essence of the Contract. The Buyer paying less than the full amount of a Sales Invoice shall not constitute ‘Payment’ and shall not entitle the Buyer to Delivery of any corresponding part of the Goods.
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 required to ascertain the Buyer’s creditworthiness. Any change to Credit Terms shall apply to Orders not yet accepted and shall not retrospectively change the payment basis of any existing Contract, except where the Seller is entitled to suspend performance or accelerate Payment under these Conditions.
5.6 If the Buyer fails to make the Payment in full within 5 Business Days of the date of the Sales Invoice or in accordance with any Credit Terms or notifies the Seller before then that it is unable or unwilling to make the Payment in full when due then, without prejudice to the Seller’s other rights and remedies:
5.6.1 the Seller may suspend or cancel Delivery under the Contract and may reallocate that 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 8% per annum above the Bank of England base rate from time to time (but at 8% per annum when that base rate is below 0%).
5.7 The Seller may at any time set off and allocate the Payment, any credit notes or credit balances against any invoice or debt owed by the Buyer at the date of the Payment.
6 DELIVERY / COLLECTION OF THE GOODS
6.1 Subject to clause 14 (Termination) and clause 5 (Price and Payment) the Seller shall use reasonable efforts to deliver the Goods to the Delivery Location 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 Any Delivery Date given is an estimate only unless expressly agreed in writing to be a guaranteed date. Time shall not be of the essence for Delivery and any delay shall not entitle the Buyer to terminate the Contract or reject the Goods unless the delay continues for more than 30 days after any estimated Delivery Date.
6.3 The Buyer is responsible for: (i) confirming the Delivery Location; (ii) providing the Seller, or the Seller’s courier, with adequate delivery instructions and (iii) making 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 Delivery outside mainland UK (including to Northern Ireland under the Windsor Framework or to the EU) the applicable Incoterms® Rules 2020 may be EXW, DAP or DDP as agreed in writing (with Delivery Location specified) which shall take priority over clause 6 and clause 8. For mainland UK, Incoterms® Rules 2020 are not applicable.
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 (or any other Orders).
6.6 If the Seller confirms that it is unable to achieve Delivery, its only obligation shall be, at its sole option, to supply replacement Goods within a reasonable period or to refund or issue a credit note for the Payment for the undelivered Goods. The Seller shall have no liability for being unable to Deliver to the extent it is caused by: (i) a Force Majeure Event under clause 23; or (ii) the Buyer’s failure to comply with clause 6.3 (and the Buyer shall pay the Seller’s associated logistics, storage and insurance charges).
7 INSPECTION, DELIVERY CLAIMS AND RETURNS
7.1 A signature confirming receipt of the Goods (or the words “unexamined” or similar) or a courier’s proof of delivery shall be deemed to confirm the Buyer’s receipt of the Goods and the number of units stated on the delivery note. The Buyer shall, where reasonably practicable, note any visible damage on the delivery note.
7.2 The Buyer must notify the Seller of any issues or deficiencies in the Goods (including late delivery, transit damage, excess or shortfall or picking errors) 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 issues. The Buyer shall not return any Goods without the Seller’s prior written authorisation.
7.3 Latent defects in the Goods shall be dealt with under clause 13 (Seller’s Warranties). Product-safety incidents must be reported immediately and shall not be subject to the 48-hour commercial claims period.
7.4 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.
8.1 Risk in the Goods shall pass to the Buyer on Delivery (regardless of Payment). Title to the Goods shall remain with the Seller until Payment is made in full and cleared funds (and the Seller may allocate any sum received from the Buyer in accordance with clause 5.7). Where the Buyer has Credit Terms, the Seller may Deliver the Goods before Payment falls due, but title shall remain with the Seller in accordance with this clause.
8.2 Until title passes, where Goods have been Delivered prior to Payment, the Buyer shall hold and look after the Goods on the Seller’s behalf and shall:
8.2.1 keep them separately stored or otherwise readily identifiable as the Seller’s property;
8.2.2 insure them for their full replacement value from Delivery and provide reasonable evidence of insurance on request;
8.2.3 not remove, alter or obscure any product code, batch code, serial number, identifying mark, label or packaging;
8.2.4 maintain them in satisfactory and saleable condition; and
8.2.5 notify the Seller immediately if an event described in clause 14.2.3 (insolvency) occurs or is reasonably likely to occur.
8.3 Unless the Buyer’s right to do so has ended under clause 8.4, the Buyer may resell the Goods in the ordinary course of its retail business before title passes. The Buyer shall sell as principal and not as the Seller’s agent, and title to the relevant Goods shall pass to the Buyer immediately before completion of the resale. The Buyer may retain and use the proceeds of that resale in the ordinary course of its business.
8.4 The Buyer’s right to resell Goods to which title has not passed shall end immediately if any amount owed to the Seller is not paid when due, or an event described in clause 14.2.3 occurs or the Seller gives notice ending that right after becoming entitled to terminate a Contract under these Conditions. If the Buyer’s right to possession has ended, the Seller may require the Buyer promptly, and at the Buyer’s cost, to return any Goods supplied by the Seller to which title has not passed. For that purpose, the Buyer shall allow the Seller or its agents lawful access during normal business hours to any premises where Goods are held.
8.5 The Seller may sell or otherwise dispose of recovered Goods and apply the net proceeds, after deducting its reasonable recovery, storage and sale costs, against the sums owed. The Buyer shall remain liable for any shortfall, and the Seller shall account to the Buyer for any surplus. Recovery of Goods shall not, by itself, terminate any Contract, and the Seller may exercise its rights under this clause only to the extent permitted by applicable law.
9.1 Subject to clause 9.2, the Buyer may resell the Goods within the UK and the EEA through its physical retail stores, its own independent online store and any other sales channels that satisfy the Customer Criteria.
9.2 The Buyer shall comply with any lawful product-specific territorial or customer restrictions for resale which apply to the relevant Goods (as notified in writing by the Seller or Publisher) solely to the extent permitted by applicable laws. Nothing in these Conditions restricts passive sales or sales to end users by authorised retailers or the Buyer’s effective use of the internet.
9.3 The Buyer shall indemnify the Seller and each relevant Publisher against all reasonable and properly incurred liabilities, losses, damages, costs and expenses, including reasonable legal and other professional costs and direct loss of profit, to the extent arising from or caused by the Buyer’s breach of clause 9.1 or 9.2.
9.4 The Buyer shall not use, resell or dispose of the Goods through a lottery, raffle or other type of arrangement falling under the Gambling Act 2005 (as amended, replaced or updated from time to time).
9.5 The Seller may include the Buyer’s trading name, logo(s), store location(s), contact details, website URL and/or social media channels in any promotional or sales initiatives on the Seller’s websites or social media pages or otherwise. The Buyer hereby grants the Seller a non-exclusive, royalty free licence to use the foregoing for such initiatives. The Buyer must notify the Seller in writing if it wishes to opt out of such initiatives. The Seller does not guarantee inclusion in initiatives and may amend or remove a listing at any time.
10 LOYALTY SCHEMES
10.1 The Seller may, in its sole discretion, introduce, operate, limit, vary and cancel any rebates, discounts, incentives, marketing support and/or loyalty schemes relating to any part of its goods and services, as separately made available from time to time to qualifying customers of each of its trading divisions, Asmodee UK and Coiledspring (“Loyalty Schemes”).
10.2 The Buyer acknowledges and agrees that its business and Orders may not qualify for, or it may lose the benefit of, such Loyalty Schemes if any of the circumstances detailed in clause 2.4 arise.
11 INTELLECTUAL PROPERTY RIGHTS (IPR)
11.1 The Buyer acknowledges that the Publisher (or its licensors) owns intellectual property rights in and to the Goods, their packaging and related advertising materials. No licence or assignment of such rights is granted to the Buyer under these Conditions.
11.2 The Buyer shall not alter, repackage, relabel, translate or apply any additional mark to the Goods without the prior written approval of the Seller or the Publisher, except where required or expressly permitted by applicable law.
11.3 The Seller and/or Publisher may notify the Buyer in writing of any lawful product-specific instructions or restrictions such as: (i) information embargo dates; (ii) release dates/on sale dates; (iii) territorial or customer restrictions for resale (subject to clause 9.2); (iv) prohibitions on the sale of promotional or organised play items; (v) product-safety, corrective-action or recall instructions; and (vi) other intellectual property or brand protection requirements.
11.4 The Buyer shall comply with any such instructions or restrictions, which are a condition of the Contract, and ensure that its Authorised Persons, employees, contractors, Affiliates, representatives and advisers are informed of and comply with them. The Buyer shall provide reasonable evidence of compliance on request.
11.5 Following a material breach of an instruction or restriction, the Seller may take reasonable and proportionate action, including changes to delivery timescales (such as delivery only on or after release date); restrictions on receipt of promotional items; suspending acceptance of future Orders; suspending or closing the Buyer’s account; or exercising a termination right under clause 14.
11.6 The Buyer shall have no claim against the Seller or the Publisher arising solely from the Seller’s reasonable and lawful implementation of this clause. Where implementation requires the Seller to cancel Goods already paid for but not Delivered, the Seller shall refund the Payment, subject to clause 5.7.
12.1 The Buyer warrants on each Order that:
12.1.1 it is acting wholly or mainly in the course of its trade, business, craft or profession (and not as a consumer);
12.1.2 it has authority to enter into the Contract and that the person submitting the Order is an Authorised Person; and
12.1.3 it shall, at its own expense, comply with all applicable laws and regulations regarding the importation, storage, handling, sale, advertising, promotion, demonstration and use of the Goods in each applicable territory, including the laws referred to in clause 17.
12.2 The Buyer shall indemnify the Seller and each relevant Publisher against all reasonable and properly incurred liabilities, losses, damages, costs and expenses, including reasonable legal and other professional costs and direct loss of profit, to the extent arising from or caused by the Buyer’s breach of clause 12.1.
12.3 The Buyer is responsible for keeping its Authorised Persons, legal details, delivery addresses, invoice details and contact details complete and accurate and shall promptly send the Seller an update following any changes. The Buyer accepts full responsibility for any losses, arising partly or wholly due to information being incomplete or inaccurate.
12.4 The Buyer shall keep account credentials secure, prevent unauthorised access to its account and notify the Seller immediately if it becomes aware of unauthorised access or use. The Seller may rely on an Order placed through the Buyer’s account or by a person listed as an Authorised Person, unless the Seller receives written notice reporting unauthorised account use before the Order was received.
12.5 The Buyer’s indemnities under clauses 9.3 and 12.2 apply to losses suffered directly and to third-party claims, regulatory investigations, enforcement actions, product withdrawals and recalls. Any fine or regulatory penalty shall be recoverable only to the extent permitted by law. The Seller and a Publisher may not recover more than once for the same loss and the Buyer shall not be liable to the extent that the relevant loss was caused or materially contributed to by the breach, negligence or wilful misconduct of the Seller or Publisher or by their failure to take reasonable steps to mitigate their losses.
13.1 The Seller warrants for a period of 3 months after Delivery or any longer product-specific warranty period notified by the Seller (“Warranty Period”) that the Goods will (i) correspond in all material respects with the description given by the Seller and (ii) be free from 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 s.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 in clause 13.1, and provides photographic evidence or 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 warranty in clause 13.1 shall not apply to the extent that any defect in, damage to or non-conformity of the Goods is caused or materially contributed to by:
13.3.1 improper storage, transportation, handling or care of the Goods after Delivery (or failure to follow any instructions regarding the same);
13.3.2 alteration, modification, relabelling or repackaging of the Goods which has not been authorised in writing by the Seller or the Publisher; or
13.3.3 fair wear and tear or any abnormal use, misuse, deliberate damage by the Buyer or any person to whom the Buyer supplied the Goods after Delivery.
13.4 The Seller excludes liability to the Buyer for (i) consequential or indirect loss and (ii) loss of profit (whether direct or indirect), revenue, opportunity, reputation or goodwill.
13.5 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.
13.6 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.
13.7 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.
13.8 If the Seller or the Publisher initiates a product recall (for whatever reason) the Buyer shall provide reasonable assistance to carry out the recall (such as halting sales and segregating and returning Goods). The Seller shall promptly reimburse the Buyer for reasonable and evidenced costs incurred in connection with the recall (subject to the limitations in this clause 13).
14.1 The Seller shall be entitled to cancel or reduce the quantity of undelivered Goods where:
14.1.1 a Publisher discontinues the Goods or cancels or reduces the Seller’s allocation;
14.1.2 the Seller is unable, despite using reasonable efforts, to obtain the Goods within a commercially reasonable period and cost as a result of circumstances outside its reasonable control; or
14.1.3 continued supply would breach applicable law.
The Seller shall promptly refund or issue a credit note for any Payment in advance for cancelled Goods (subject to clause 5.7) but shall have no further liability arising solely from that cancellation.
14.2 The Seller may at any time suspend Delivery, terminate the Contract (or any other contract between the parties) or close the Buyer’s account with immediate effect by written notice where:
14.2.1the Buyer fails to make the Payment due under the Contract, or any other contract with the Seller, on the due date for payment and fails to remedy that non-payment within 5 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 Either party, in its sole discretion and without limiting its other rights and remedies, may terminate the Contract under clause 23 (Force Majeure).
14.4 The Seller’s rights under clause 14.2.3 are subject to s.233B of the Insolvency Act 1986 and any other applicable insolvency law. Nothing in these Conditions permits the Seller to exercise a right prohibited by applicable insolvency law.
15 CONSEQUENCES OF TERMINATION
15.1 On cancellation of affected Goods, 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 Sales Invoice has been raised, the Seller shall raise a Sales 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, less any reasonable direct costs arising from the Buyer’s breach.
15.2 Cancellation or termination shall not affect any right, remedy, obligation or liability which accrued before cancellation or termination. Termination of one Contract shall not automatically terminate another Contract unless these Conditions expressly provide otherwise.
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 In this clause, ‘Confidential Information’ means information disclosed by or on behalf of a party, an Affiliate or a Publisher which: (i) is marked or identified as confidential; (ii) is confidential by its nature; or (iii) a reasonable businessperson would understand to be confidential including non-public information concerning pricing, allocations, sales quotations, Orders, Sales Invoices, Sales Acceptances, release plans, products, customers, suppliers and any party’s personnel.
16.2 Confidential Information does not include information which the receiving party can demonstrate: (i) is or becomes public other than through breach of this clause; (ii) was lawfully known to it without restriction before disclosure; (iii) was lawfully received from a third party without a duty of confidentiality; or (iv) was independently developed without use of the disclosing party’s Confidential Information.
16.3 Each party undertakes that it shall, during performance of the Contract and for two years after, keep the Confidential Information of the other party (or its Affiliates or the Publisher) confidential; use it only to exercise rights or perform obligations in connection with the Contract; and apply reasonable security measures to protect it.
16.4 Each party may disclose Confidential Information:
16.4.1 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, or any listing authority or stock exchange on which its shares or those of any of its Affiliates are listed or traded; and
16.4.2 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.
16.5 The Buyer agrees that details relating to Orders may be shared where appropriate with (i) the Seller’s Affiliates; (ii) the Publisher (including its organised play or tournament agents) and/or (iii) a trading association or buying group of which the Buyer is a member, but only if reasonably necessary in relation to membership, purchasing or payment arrangements with that association or group.
16.6 Without limiting this clause 16, the Buyer shall not without prior written consent either directly or indirectly use, publish, post or place any Confidential Information or communications between the parties (including the names of the Seller’s employees) at premises, on websites, social media platforms, public or members-only forums or anywhere else outside its own business.
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.
17.2 The Buyer’s data shall be processed in accordance with the Global Privacy Policy found on each of the Seller’s websites at (i) www.asmodee.co.uk and (ii) www.coiledspring.co.uk.
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 Authorised Persons, employees, Affiliates, contractors, and representatives shall:
18.3.1 conduct themselves in a professional manner and never communicate with the Seller's employees, officers, Affiliates, contractors or representatives in a way which the Seller reasonably deems to be inappropriate, threatening, discriminatory or abusive; and
18.3.2 do nothing which the Seller reasonably believes could damage the reputation or goodwill of the Seller, its Affiliates or any Publisher or the Goods;
18.3.3 not make a false or misleading statement which is reasonably likely to cause material harm.
18.4 Nothing shall prevent the Buyer from: making a truthful review or complaint in good faith; the exercise or defence of a legal right; a report to a regulator or law-enforcement authority; or a protected disclosure under applicable law.
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).
20 WAIVER
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
21.1 Subject to clause 21.2, 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.
21.2 A Publisher may enforce clauses 9, 11, 12, 16, and 17 of these Conditions, but the parties remain free to vary or terminate the Contract without the consent of a Publisher.
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.
23.1 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.
23.3 Where a Force Majeure Event limits the stock available to the Seller, the Seller may allocate available stock among its customers on a reasonable and non-discriminatory basis.
23.4 A Force Majeure Event shall not excuse or delay: (i) the Buyer’s obligation to pay for Goods already Delivered; or (ii) any other payment obligation which accrued before the Force Majeure Event.
24 ENTIRE AGREEMENT
The Contract constitutes the entire agreement between the parties in relation to the Order. Each party acknowledges that 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. Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.
25 SEVERABILITY
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 courts of England and Wales in respect of any such dispute or claim.
