Coiledspring Games Ltd
Terms and Conditions of Sales: Issued 30 September 2021
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 Seller and the Buyer (but subject at all times to the Buyer meeting the customer criteria published by the Seller from time to time).
The placing of an Order by the Buyer shall be conclusive evidence of the Buyer’s agreement to contract on these Conditions.
|1. DEFINITION AND INTERPRETATION|
|1.1. In these Conditions:
“Authorised Person” means a person having the authority to bind the Buyer when an Order is placed with the Seller;
“Business Days” a day other than a Saturday, Sunday or public holiday when banks in London are open for business;
“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 between the Seller and the Buyer;
“Contract” means the contract between the Buyer and the Seller for the supply of Goods incorporating (a) these Conditions and (b) an 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;
“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 stored in the Seller’s systems which may be (a) delivery to the Buyer’s premises or that of the Buyer’s agent, (b) delivery to the Buyer’s freight carrier or (c) collection of the Goods from the Seller’s warehouse (as agreed for the relevant Order) or (d) such other location notified by the Buyer in writing from time to time;
“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 servants or agents);
“Goods” means all those articles (including any part or parts of them) detailed on an 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 an actual written or oral request by the Buyer to purchase Goods from the Seller, communicated via post, email, ecommerce site, telephone or in person;
“Party” means each a “party” and together the “parties”;
“Payment” means payment by the Buyer in full 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 for the Goods including standard packing based on the Seller’s pricelist (as updated from time to time by the Seller without proactive notice to the Buyer);
“Publisher” means the natural person, firm, company, partnership or other legal entity which holds the intellectual property or exploitation rights subsisting in certain articles sold by the Seller and therefore governs the sale and distribution of those articles. For the avoidance of doubt, the Seller may also be the Publisher in respect of certain articles.
“Seller” Coiledspring Games Limited, a company incorporated in England and Wales (company no 04986141) with registered office at 27-28 Eastcastle Street, London, W1W 8DH and trading address at Unit 3 Hampton Hill Business Park, High Street, Hampton Hill, TW12 1NP (VAT no GB 844 0220 64 ); and “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 faxes and 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. All Orders are accepted subject to these Conditions to the exclusion of all other terms and conditions including any implied terms or terms which the Buyer may purport to apply under a purchase order or similar 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 any conflict or ambiguity between provisions, it shall be resolved in accordance with the following order of precedence:
2.3.1. any special terms agreed in writing between the parties;
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 acknowledges and agrees that its business 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 from time to time to verify such compliance.
|3. ORDER PROCESS|
|3.1. Each Order for Goods submitted by the Buyer to the Seller shall be deemed to be an offer by the Buyer to purchase Goods, capable of acceptance by the Seller, pursuant to these Conditions. The Buyer is responsible for ensuring that the information contained in each Order is complete and accurate.
3.2. Each Order shall include:
3.2.1. a description of the Goods and the volume requested;
3.2.2. the Price for the Goods 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 an Order (in whole or part) at its sole discretion. Without limiting the foregoing, the Seller expressly reserves the right to reject an Order where: (a) the Buyer does not / ceases to meet the Seller’s customer criteria (as published by the Seller from time to time); (b) the Buyer has previously behaved in a manner which may breach these Conditions (or any previous terms in place relating to supply by the Seller or its affiliates); (c) there are outstanding sums due under another contract between the Buyer and the Seller (or its affiliates) and/or (d) the Seller has had historic payment issues with the Buyer.
3.4. An 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 an Invoice to the Buyer (noting that any initial acknowledgment email, ‘sales order’ or ‘draft invoice’ issued by the Seller shall not constitute 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) as applicable.
3.5. For the avoidance of doubt, no verbal or telephone acceptance of the Order shall be valid.
3.6. The Buyer may only cancel or withdraw an Order prior to acceptance by the Seller pursuant to clause 3.4 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 are for the sole purpose of giving an approximate idea of the Goods and they shall not form part of the Contract.
4.3. The Seller reserves the right to amend the specification of the Goods if required by the Publisher or any applicable 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 value added tax (VAT) which the Buyer shall be additionally liable to pay to the Seller at the rate applicable on the date of the Seller’s Invoice.
5.2. The Seller may, by giving notice to the Buyer at any time before Delivery, increase the Price to reflect any increase that is due to:
5.2.1. factors beyond the Seller’s control (including foreign exchange rates, increase in price of supply to the Seller, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
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, then the Buyer may cancel the Order provided it does so within 48 hours of notification of the changed Price and within 5 Busines Days returns at its own cost any Goods that have already been Delivered.
5.4. The Buyer shall pay 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 limits may be given to approved accounts at the sole discretion of the Seller, but the Seller reserves the right to undertake a credit check (including use of credit reference agencies). 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 worthiness of the Buyer. In its sole discretion, and without notice, the Seller may at any time cancel or amend a credit limit previously granted.
5.6. If the Buyer fails to make any payment on the due date then, without prejudice to any of the Seller’s other rights and remedies:
5.6.1. the Seller may suspend or cancel Delivery of the Goods 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 the Seller may appropriate any payment made by the Buyer under any other contract between the parties, as the Seller in its sole discretion thinks fit; and
5.6.3. the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, with interest accruing each day at 4% a year above HSBC plc’s base rate from time to time (but at 4% a year for any period when that base rate is below 0%)
5.7. The Seller may set off and allocate any Payment under the Contract against any other invoice or debt outstanding by the Buyer at the date of 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 each Order to the Delivery Location on the Delivery Date in accordance with the Seller’s usual delivery procedures. Delivery is completed on the completion of unloading (or loading in the case of agreed collection) of the Goods at the Delivery Location.
6.2. The Buyer acknowledges and agrees that time is not of the essence for delivery of the Goods and nothing in these Conditions shall create or imply any legal obligation to deliver on the Delivery Date.
6.3. The Buyer shall confirm the Delivery Location and provide the Seller with adequate delivery instructions (and any other instructions that are relevant to the supply of the Goods) 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) terms are EXW (EX WORKS Incoterms® Rules 2020) from the Seller’s nominated warehouse, unless otherwise agreed in writing with the Seller.
6.5. The Seller may Deliver the Goods to the Buyer by instalments, which shall be invoiced and paid for separately and each instalment shall constitute a separate Contract. Any delay in Delivery or defect in an instalment of an Order shall not entitle the Buyer to cancel any other instalment of that Order (or any other Orders).
6.6. If the Seller fails to deliver the Goods, 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 that such failure is caused by the Buyer’s failure to comply with clause 6.3 (and in which case the Buyer shall pay all reasonable associated storage and insurance charges incurred by the Seller) or a Force Majeure Event.
|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 will be deemed to confirm the number of units received as 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 (including late delivery, damage or shortfall) in the Goods within 48 hours of Delivery. 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 such deficiency in the Goods.
7.4. 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 (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 for such Goods 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 such time as Payment is made by the Buyer, whereupon title to the Goods shall pass to the Buyer. Until 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 to the Delivery Location.
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 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 of the sale thereof (“the Seller’s Part of the Proceeds”) which is equivalent to the Payment.
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 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 title is still vested in the Seller, the Seller hereby gives the Buyer the right to pass title to the sub-buyers where the sub-sales are in the normal course of business.
8.6. 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 take possession of such Goods.
|9. RESALE OF THE GOODS|
|9.1. 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 third party websites) may be restricted by the Seller and/or the Publisher. The Buyer acknowledges that it is its sole responsibility to check with the Seller regarding such resale restrictions.
9.2. The Buyer accepts all liability in the event of a breach of clause 9.1 and shall indemnify 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 of clause 9.1.
9.3. The Buyer shall not resell the Goods using a lottery, raffle or other type of arrangement which may put it in breach of 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 made available to qualifying customers from time to time (“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 at any time if 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 all 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 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” 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. such action is at the discretion of the Publisher and the Buyer shall have no claim against the Seller for the implementation of such action.
|12. BUYER’S WARRENTIES|
|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 within each applicable territory, including but not limited to the laws referred to in clause 17.
12.2. The Buyer accepts all liability in the event of a breach of clause 12.1 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 of clause 126.96.36.199. The Buyer is responsible at all times for maintaining up to date lists of Authorised Persons and approved delivery and invoice addresses, and promptly sending the Seller an updated list 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 the above information being incomplete or inaccurate
|13. SELLER’S WARRENTIES|
|13.1. The Seller warrants that on Delivery and for a period of 3 months after Delivery 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 by the Seller, the Seller shall, at its option, repair or replace the relevant part of the defective Goods or refund the price of the defective Goods.
13.3. The Seller excludes liability to the Buyer for consequential and indirect loss, loss of profit (whether direct or indirect), revenue, opportunity, reputation and goodwill.
13.4. 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 Payment paid by the Buyer for the Goods.
13.5. This clause does not limit or exclude any rights or liability which cannot be legally limited under English law, including liability for: death or personal injury caused by negligence; fraud nor for any other liability which cannot be excluded or limited by law.
13.6. The Buyer acknowledges that the Seller’s liability is limited to that set out in this Clause 13.
|14.1. The Seller (in its sole discretion and without limiting its other rights and remedies) shall be entitled to withdraw its acceptance of an Order (in whole or part) thereby cancelling that Order (in whole or part), if the Seller is unable to obtain the Goods to supply to the Buyer within such period of time 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 an Order or termination of the Contract for any reason:
15.1.1. the Buyer shall, within 5 Busines Days, pay to the Seller all outstanding Payments and, in respect of Goods supplied 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. the Seller shall, within 5 Busines Days, repay to the Buyer any Payment paid in advance for Goods which have not been Delivered.
15.2. Cancellation of an Order or termination of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination.
15.3. Any provision of these Conditions 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 thereafter, 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, 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 its 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.
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 in force (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.
|18. NOTICES AND COMMUNICATIONS|
|18.1. All formal notices required under these Conditions will be in writing and will be delivered to each party’s registered or usual trading address (or such other address as either party may specify in writing) by personal delivery, by pre-paid first class mail or recorded mail delivery (return receipt requested).
18.2. For all other communications, the Buyer shall only contact the Seller (and any affiliate company of the Seller) by using the contact details set out on the Seller’s website at www.coiledspring.co.uk or as notified from time to time.
18.3. The Buyer shall, and will ensure that its employees, officers, affiliates, contractors, representatives and advisers shall, at all times:
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 business (or of any affiliate company of the Seller).
|19. ASSIGNMENT AND OTHER DEALINGS|
|19.1. The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over 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, declare a trust over 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 at any time or for any period to exercise any of its powers, rights or remedies under the Contract shall not be a waiver of them or 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|
|22.1. 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.
22.2. 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 be under no liability for any direct or indirect loss (including consequential loss or loss of profit) damage or delay or expenses of any kind whatsoever 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 3 (three) months, either party may terminate the Contract by giving 10 Business Days written notice to the other party.
|24. ENTIRE AGREEMENT|
|24.1. The Contract constitutes the entire agreement between the parties in relation to the transactions provided for in the Contract, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations (other than fraudulent misrepresentations) and understandings between the parties, whether written, oral or arising from custom, relating to the subject matter.
24.2. 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.
|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 out of or in connection with it or its subject matter or formation is 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.|
Trading Office: Coiledspring Games Ltd, Unit 3 Hampton Hill Business Park, High Street, Hampton Hill, TW12 1NP, UK
Registered Office: Coiledspring Games Ltd, 27-28 Eastcastle Street, London, W1W 8DH, TN39 5BF, UK
Registered in England & Wales: 04986141