Terms and Conditions of Supply
Sales Terms & Conditions
|Business Day||:||a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.|
|Conditions||:||the terms and conditions set out in these terms and conditions as amended from time to time in accordance with clause 14.3.|
|Contract||:||the contract between Osprey and the Customer for the sale and purchase of Goods and to which the Conditions apply and which arises when Osprey accepts an Order by issuing an Order Acceptance Confirmation.|
|Customer||:||the person or firm who places an Order which is accepted by Osprey.|
|Currency||:||the currency confirmed in the Order Acceptance Confirmation.|
|Force Majeure Event||:||an event or circumstance beyond a party’s reasonable control, including any act of God, civil disturbance, work stoppage, strike, labour dispute, computer virus, third party equipment failure, war or terrorism, epidemic, pandemic or any default or delay by the manufacturers or carriers in the delivery of Goods.|
|Goods||:||in relation to a Contract, the Osprey goods (or any part of them) set out in the Order that is the subject of the Contract.|
|Marketing Contribution||:||any financial contribution made by Osprey to the Customer towards expenses incurred by the Customer in marketing and promoting Goods.|
|Minimum Order Value:||:||the minimum value for an Order as specified from time to time on https://b2bsales.ospreyeurope.com/.|
|Online Ordering System:||:||Osprey’s online ordering portal at https://b2bsales.ospreyeurope.com/.|
|Order||:||the Customer’s order for Goods placed with Osprey, as set out in the Customer’s purchase order form (in whatever format and including without limitation on-line orders and orders made on the Online Ordering System).|
|Order Acceptance Confirmation||:||written confirmation issued by Osprey confirming Osprey’s acceptance of the Order.|
|Osprey||:||Osprey Europe Limited (registered in England and Wales with company number 04881712).|
|Osprey European Sales, Marketing and Promotion Guidelines||:||Osprey’s Osprey European Sales, Marketing and Promotion Guidelines for the time being, which can be viewed on https://assetbank.ospreyeurope.com/|
|Payment Terms||:||as defined in clause 7.5.|
|Season||:||a. spring/summer: 1 January to 31 July
b. fall/winter: 1 August to 31 December.
|Workbook||:||catalogues and brochures issued by Osprey from time to time featuring Osprey goods.|
1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 a reference to writing or written includes emails but not fax.
2. Basics of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Order Acceptance Confirmation is always subject to these Conditions, to the exclusion of any terms that the Customer seeks to impose with the Order.
2.3 Any email or message issued automatically or otherwise by Osprey (whether via Osprey’s Online Ordering System or otherwise) and which acknowledges submission of the Customer’s Order is only an acknowledgement of the submission and does not constitute an Order Acceptance Confirmation. The Order will not be accepted by Osprey until a formal written Order Acceptance Confirmation has been issued by Osprey to the Customer.
2.4 Acceptance of an Order, and the creation of the Contract, occurs on the first of the following to occur:
2.4.1 the issue by Osprey of an Order Acceptance Confirmation; or
2.4.2 despatch of the Goods to the Customer by Osprey.
2.5 A quotation for Goods issued by Osprey shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue. The Contract will not come into existence until the Customer places an Order which is accepted by Osprey issuing a formal written Order Acceptance Confirmation to the Customer.
2.6 The Customer is encouraged to submit Orders in advance of the Season to which the Order relates to maximise Osprey’s ability to accept and fulfil the Order.
2.7 Following the issuing by Osprey of an Order Acceptance Confirmation to the Customer no cancellation or amendment of the Order or the Contract shall be permitted except with Osprey’s prior written consent and on terms that the Customer shall indemnify Osprey in full against any loss, costs, damages and charges incurred by Osprey in consequence of the cancellation or amendment.
3.1 The Goods are described in Osprey’s catalogue, brochure, the Online Ordering System and/or in the Workbook.
3.2 Any samples, drawings, descriptive matter or advertising produced by Osprey and any descriptions or illustrations contained in Osprey’s catalogues, brochures, Online Ordering System and/or Workbook are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. Whilst Osprey makes every effort to make sure descriptions of Goods are as accurate as possible, all sizes and dimensions of the Goods as indicated in Osprey’s catalogues, brochures, the Online Ordering System or in the Workbook are approximate only.
3.3 Osprey makes every effort to display as accurately as possible the colours of the images that appear on the Online Ordering System, however, as the actual colours the Customer sees on the Online Ordering System will depend on such factors as the Customer’s monitor, Osprey cannot guarantee that the Customer’s monitor’s display of any colour will accurately reflect the colour of the Goods on delivery.
4.1 Osprey shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Osprey reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).
4.2 If Osprey requires the Customer to return any packaging materials to Osprey then the Customer shall make any such packaging materials available for collection at such times as Osprey shall reasonably request. Returns of packaging materials shall be at Osprey’s expense.
4.3 Osprey shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (“Delivery Location”).
4.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Osprey shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Osprey with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Osprey reserves the right to deliver the Goods in advance of any quoted delivery date upon giving reasonable notice to the Customer.
4.6 If Osprey fails to deliver the Goods, its liability shall be limited to replacing the Goods within a reasonable time or issuing a credit note for the price of the Goods against any invoice raised for such Goods. Osprey shall not be liable to the Customer for any costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery or non-delivery of the Goods.
4.7 If Osprey is unable to fulfil an Order, or any part of an Order, due to stock being unavailable or otherwise, Osprey will notify the Customer and may refund to the Customer any sums already paid. If the stock shortage affects only part of an Order Osprey may, at its discretion, deliver the available part of the Order, in which case the Customer will only receive a refund in respect of the undelivered Goods.
4.8 If the Customer fails to take delivery of the Goods when Osprey attempts to deliver them, then, except where the Customer’s failure is caused by a Force Majeure Event or some default by Osprey of its obligations under the Contract:
4.8.1 delivery of the Goods shall be deemed to have taken place at the time Osprey attempts to deliver the Goods;
4.8.2 Osprey shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance); and
4.8.3 Osprey may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 Osprey may deliver the Goods by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.10 Where the Customer has requested delivery of the Goods in instalments, for any instalment which is below Osprey’s current Minimum Order Value, delivery will be charged in addition to the price of the Goods.
4.11 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of all taxes and any duties in that country. Osprey shall have no liability for the confiscation of any items by local customs authorities. Osprey has no control over import charges and taxes and the Customer is solely responsible for providing any information required by local customs authorities to ensure the Goods will be cleared.
4.12 The quantity of any consignment of Goods as recorded by Osprey on despatch from Osprey’s warehouse facilities shall be conclusive evidence of the quantity of Goods received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
4.13 Osprey shall not be liable for any non-delivery of Goods, or any delivery of incorrect quantities or styles, unless the Customer gives Osprey written notice of the inaccuracy within 7 days of the date when the Goods were delivered.
4.14 Goods may not be returned by the Customer once delivered by Osprey except in accordance with Osprey’s product warranty under clause 5.
5.1 Osprey warrants that on delivery, and for the reasonable lifetime of the Goods from the date of delivery (“Warranty Period”), the Goods shall:
5.1.1 conform in all material respects with their description;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4 be fit for any purpose held out by Osprey.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives written notice to Osprey within 30 days of discovery that Goods do not comply with the warranty set out in clause 5.1 (“Defective Goods”);
5.2.2 Osprey is given a reasonable opportunity of examining the Defective Goods; and
5.2.3 the Customer (if asked to do so by Osprey) returns the Defective Goods to Osprey’s place of business or makes the Defective Goods available for Osprey to collect, at the Osprey’s cost, Osprey shall, at its option, repair or replace the Defective Goods, or refund the price of the Defective Goods in full.
5.3 Osprey shall not be liable for Defective Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1 the Customer fails to fully comply with clause 5.2;
5.3.2 the Customer makes any use of the Defective Goods after giving notice in accordance with clause 5.2;
5.3.3 the defect arises because the Customer failed to follow Osprey’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Defective Goods or (if there are none) good trade practice regarding the same;
5.3.4 the Customer has altered or repaired the Defective Goods without the written consent of Osprey;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
5.3.6 the Defective Goods differ from their description as a result of changes made to them to procure their comply with applicable statutory or regulatory requirements; or
5.3.7 the reasonable expectation of the Defective Goods’ lifespan has been exceeded.
5.4 Except as provided in this clause 5, Osprey shall have no liability to the Customer in respect of the Defective Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by Osprey.
6. Title and Risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 Osprey receives payment in full (in cash or cleared funds) for the Goods and any other goods that Osprey has supplied to the Customer in respect of which payment has become due plus VAT and all other sums which are or which become due from the Customer to Osprey including the costs of delivery, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods at its premises separately from all other goods held by the Customer so that they remain readily identifiable as Osprey’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 not sell, assign or transfer the Goods to any person or entity which purchases all or part of its business assets;
6.3.5 not otherwise sell, mortgage, encumber or part with possession of the Goods or allow any lien or encumbrance to arise over the Goods, or purport to do any of these things;
6.3.6 notify Osprey immediately if it becomes subject to any of the events listed in clause 9.1; and
6.3.7 give Osprey such information relating to the Goods as Osprey may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Osprey receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as Osprey’s agent; and
6.4.2 title to the Goods shall pass from Osprey to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy Osprey may have:
6.5.1 the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2 Osprey may at any time:
a. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
b. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6.6 Osprey’s rights under this clause 6 shall continue after termination of the Contract.
7. Price and Payment
7.1 All prices and price lists for the Goods are published on the basis of the relevant Season. Goods delivered within the dates for a Season will be charged in accordance with the price list issued for that Season.
7.2 The price of the Goods shall be the price set out in the Order Acceptance Confirmation, or, if no price is quoted, the price set out in Osprey’s published price list in force as at the date of delivery for the Season in which the Goods are to be delivered or as stated on the Online Ordering System.
7.3 Osprey may, by giving notice to the Customer at any time up to 7 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.3.1 any factor beyond Osprey’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
7.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give Osprey adequate or accurate information or instructions.
7.4 The price of the Goods:
7.4.1 excludes all import or export duties, tariffs, taxes, charges and / or levies which shall be payable by the Customer to the relevant authority;
7.4.2 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Osprey at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.4.3 includes the costs and charges of packaging, insurance and transport of the Goods (unless the value of the Goods being despatched is less than the Minimum Order Value, in which case the costs of insurance and transport shall be invoiced to the Customer).
7.5 The Customer shall pay the price for Goods in the Currency in full and in cleared funds before Osprey despatches the Goods, unless Osprey has at its sole discretion confirmed in writing its agreement to apply specific payment terms to its invoices (“Payment Terms”), in which case:
7.5.1 Osprey will confirm in writing the Customer’s credit limit. At no time may the aggregate of all outstanding sums due from the Customer to Osprey exceed this credit limit. If the credit limit is exceeded, then no further Orders will be accepted by Osprey.
7.5.2 the Customer shall comply in all respects with the Payment Terms.
7.5.3 Osprey may on written notice to the Customer remove or reduce the Customer’s credit limit or amend the Payment Terms at any time (including without limitation by reason of a deterioration of the Customer’s credit rating) and such removal, reduction or amendment shall apply to all future Orders placed by the Customer.
7.5.4 an invoice will be sent to the Customer on despatch of the Goods and must be paid in the Currency in full within the Payment Terms (calculated from the invoice date).
7.5.5 any discounts to the price of the Goods must be agreed to in writing by Osprey and those discounts:
a. shall apply only to the Season for which they are agreed;
b. shall apply only to invoices issued after the date the discount is confirmed in writing by Osprey;
c. shall apply only to Goods and not to delivery charges;
d. may be reduced or removed on written notice to the Customer, in which case the revised discount terms will apply to any Orders placed after the date of Osprey’s written notice; and
e. are conditional on payment being made within the Payment Terms.
7.5.6 any payments received will be applied to the oldest outstanding invoices first.
7.6 If Payment Terms have not been confirmed in writing by Osprey, then Osprey shall have no obligation to deliver the Goods until full payment for the Goods has been received by Osprey in cleared funds.
7.7 The time for payment of the price for Goods is of the essence and payment must be made by BACS or direct debit to the bank details of Osprey notified to the Customer in writing.
7.8 If the Customer fails to make any payment due to Osprey under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the base rate as recommended by the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Osprey may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Osprey to the Customer.
7.10 If payment of any Osprey invoice is not received on the due date for payment (being prior to despatch of the Goods unless payment terms have been agreed to in writing by Osprey) then, without limiting any other rights or remedies it may have, Osprey shall be entitled to:
7.10.1 charge interest on the late payment at the rate prescribed in clause 7.8;
7.10.2 reduce or remove any discounts on the price of Goods on written notice to the Customer, in which case the revised discount terms will apply to any Orders placed after the date of Osprey’s written notice;
7.10.3 amend or withdraw any payment terms agreed to on written notice to the Customer and the revised payment terms will apply to any Orders placed after the date of Osprey’s written notice;
7.10.4 immediately suspend or cancel the payment of any further Marketing Contribution on written notice to the Customer; and/or
7.10.5 cancel or suspend without notice all Contracts for Goods not yet despatched.
7.11 In the case of late payment of an invoice, Osprey may, at its discretion, remove any discount in the price for the Goods applied to that invoice and/or any Marketing Contribution previously offered and the Customer shall immediately be liable to pay Osprey the full price of the Goods without the benefit of the discount or Marketing Contribution.
7.12 While Osprey tries to ensure that all prices for the Goods are accurate, the Customer acknowledges that errors in pricing may occur. If Osprey discovers an error in the price of the Goods the Customer has ordered, Osprey will inform the Customer as soon as possible and give the Customer the option of reconfirming the Order at the correct price or cancelling it. If Osprey is unable to contact the Customer, Osprey will treat the Order as cancelled. If the Customer cancels the Order due to the price error and the Customer has already paid for the Goods at the incorrect price, Osprey will refund the Customer the incorrect price paid for the Goods by the method the Customer used to pay for the Goods unless agreed otherwise in writing with the Customer.
8. Osprey European Sales, Marketing and Promotion Guidelines
The Customer must fully comply with the Osprey European Sales, Marketing and Promotion Guidelines at all times.
9.1 Without limiting its other rights or remedies, Osprey may terminate the Contract with immediate effect by giving written notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
9.1.2 the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion of Osprey that the Customer’s conduct is inconsistent with the Customer having the intention or ability to give effect to the terms of the Contract;
9.1.3 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to 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 ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.4 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any analogous legislation in the relevant jurisdiction;
9.1.5 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.6 the Customer has a petition filed, notice given, resolution passed, or an order made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
9.1.7 the Customer has an application made to court, or an order made, for the appointment of an administrator, or has a notice of intention to appoint an administrator given or an administrator appointed, over the Customer (being a company);
9.1.8 the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
9.1.9 a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;
9.1.10 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14 days;
9.1.11 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.3 to clause 9.1.10 (inclusive); or
9.1.12 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.1.13 the Customer’s financial position deteriorates to such an extent that in Osprey’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
9.1.14 the Customer undergoes a change of control (within the meaning of the term as set out in section 450 Corporation Tax Act 2010);
9.1.15 Osprey considers that the Customer is not providing its customers with an acceptable level of service in line with Osprey and/or its group’s reputation;
9.1.16 Osprey considers that the Customer has failed or is failing to treat Osprey’s employees with an appropriate level of respect and courtesy; or
9.1.17 Osprey considers that the Customer has failed to fully comply with the Osprey European Sales, Marketing and Promotion Guidelines.
9.2 Without limiting its other rights or remedies, Osprey may suspend provision of the Goods under the Contract or any other contract between the Customer and Osprey if the Customer becomes subject to any of the events listed in clause 9.1.1 to clause 9.1.17, or Osprey reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, Osprey may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract within 14 days of the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to Osprey all of Osprey’s outstanding unpaid invoices and interest relating to all Contracts between Osprey and the Customer.
9.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10. Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude Osprey’s liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.1.4 defective products under the Consumer Protection Act 1987; or
10.1.5 any matter in respect of which it would be unlawful for Osprey to exclude or restrict liability.
10.2 Subject to clause 10.1:
10.2.1 Osprey shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
a. Loss of profits;
b. Loss of sales or business;
c. Loss of agreements or contracts;
d. Loss of anticipated savings;
e. Loss of use or corruption of software, data or information;
f. Loss of or damage to goodwill; or
g. Indirect or consequential loss.
10.2.2 Osprey’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods, taking account of all discounts and any Marketing Contribution applied to that price.
11.1 The Customer shall be responsible for complying with:
11.1.1 Any legislation or regulations:
a. governing the importation of the products into the country of destination and for the payment of all taxes and any duties in that country. Osprey can’t be held responsible for the confiscation of any Goods by local customs authorities, and has no control over import charges and can’t confirm their costs. The Customer should provide any required information to local authorities to ensure the Goods are cleared.
b. relating to your retail activities (in force from time to time) including all applicable consumer protection, e-commerce, distance selling, online sales and marketing legislation and regulations and all codes and rules applicable to your promotion, marketing and sale of the Osprey Goods.
11.1.2 The Geo-blocking Regulation (EU) 2018/302.
12. Force Majeure
12.1 Osprey shall not be in breach of a Contract nor liable for delay in performing, or failure to perform, any of its obligations under a Contract if such delay or failure result from a Force Majeure Event.
12.2 If a Force Majeure Event occurs, Osprey reserves the right to defer the date of delivery, or reduce the quantity of the Goods, ordered by the Customer or to cancel the Contract (without liability to Customer).
12.3 If the Force Majeure Event prevents, hinders or delays Osprey’s performance of its obligations under a Contract for a continuous period of more than 12 weeks, the Customer may terminate the Contract by giving 4 weeks’ written notice to Osprey.
13. Data Protection
The Customer and Osprey shall fully comply with all of their respective obligations under the Data Protection Legislation.
14.1 Assignment and other dealings.
14.1.1 Osprey may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under any Contract.
14.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under any Contract without the prior written consent of Osprey.
14.2 Entire agreement.
14.2.1 Each Contract constitutes the entire agreement between Osprey and the Customer in respect of the Order to which the Contract relates and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Conditions.
Osprey may change these Conditions at any time, in which case the modified Conditions will be posted on the Online Ordering System or otherwise be issued to the Customer and will apply from the date Osprey posts them or issues them to the Customer (at the Customer’s address or email address in accordance with clause 14.6.1 (“Relevant Date”). The modified Conditions will apply to all Orders placed by the Customer on or after the Relevant Date and accepted by Osprey. Any Orders accepted by Osprey before the Relevant Date will continue to be subject to the pre-modified version of the Conditions. It is the responsibility of the Customer to check there have been no modifications to the Conditions each time it uses the Online Ordering System or otherwise places an Order.
No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5.1 If any provision or part-provision of the Conditions is or becomes invalid, illegal or unenforceable, it shall, to the extent required, be deemed not to form part of the Conditions and the validity and enforceability of the remaining Conditions shall not be affected.
14.5.2 If any provision or part-provision of the Conditions is deemed not to form part of the Conditions under clause 14.5.1 then the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.6.1 Any notice or other communication given to a party under or in connection with a Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, airmail, or email.
14.6.2 A notice or other communication shall be deemed to have been received:
a. if delivered personally, when left at the address referred to in clause 14.6.1;
b. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
c. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;
d. if delivered by airmail at 9:00am on the fifth Business Day after posting; or
e. if sent by email, one Business Day after transmission.
14.6.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.7 Third party rights.
No one other than a party to a Contract shall have any right to enforce any of the Contract’s terms.
For the Customer’s convenience, Osprey may from time to time display (or make available to the Customer) a translated version of these Conditions on the Online Ordering System in languages other than English, and if so the translated versions are intended to be (so far as possible) an exact translation of the English version. In the event of any conflict of terms or any difference in meaning between the English version and a translated version, the English version will take precedence and apply.
14.9 Governing law.
Each Contract, these Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with a Contract or its subject matter or formation, shall be governed by and construed in accordance with English law.
14.10.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with any Contract or its subject matter or formation.
14.10.2 Osprey may take proceedings (including proceedings to enforce any judgement obtained in England or to protect or enforce its intellectual property rights or confidential information) in any other court of competent jurisdiction. The parties waive any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.