HENRI-LLOYD (Odlo Wind UK Ltd)

Standard Terms and Conditions of Delivery and Payment (T&Cs)

1. GENERAL PROVISIONS

1.1 These Standard Terms and Conditions of Delivery and Payment (\"T&Cs\") shall apply to all Orders for Goods (each as defined below) between ODLO WIND UK LTD Trading as HENRI-LLOYD (“HENRI-LLOYD”) and companies that purchase HENRI-LLOYD products (“Goods”) (\"Buyer(s)\"). These T&Cs do not apply to the purchase of Goods by consumers.

1.2 Unless otherwise agreed in writing, these T&Cs are the only terms and conditions upon which HENRI-LLOYD is prepared to deal with Buyer. Any other terms or conditions that Buyer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing are excluded. Buyer waives any right it might otherwise have to rely on any term or condition endorsed upon, delivered with, or contained in any documents or other writings that are inconsistent with these T&Cs.

1.3 HENRI-LLOYD reserves the right to amend these T&Cs at any time. HENRI-LLOYD will notify Buyer of any such changes in a reasonable manner. Any amendments will not apply to Orders placed before the changes become effective. The current version of the HENRI-LLOYD Terms and Conditions are available at any time from Henrilloyd.com/sales-terms-and-conditions.

2. CONCLUSION OF CONTRACTS; PLACING ORDERS

2.1 Buyer may place an order (“Order”) to purchase Goods at any time. Each Order Buyer submits constitutes an offer to purchase the Goods set out in the Order, in accordance with and subject to these T&Cs. Buyer is responsible for ensuring that Buyer’s Orders are complete and accurate before submitting the Order. A quotation for Goods given by HENRI-LLOYD shall not constitute an offer. A quotation shall only be valid for 14 days from its date of issue.

2.2 HENRI-LLOYD may accept or reject Orders in its sole discretion in accordance with its standard procedures. No Order shall be deemed accepted and/or binding on HENRI-LLOYD unless: (i) HENRI-LLOYD has accepted the Order in writing (including email); or (ii) HENRI-LLOYD delivers any Goods ordered under the relevant Order to Buyer or the address for delivery specified by Buyer. If HENRI-LLOYD accepts an Order in writing (including email), or HENRI-LLOYD delivers any Goods ordered under the relevant Order to Buyer or the address for delivery specified by Buyer, at that time a contract will come into force between, and be binding on, Buyer and HENRI-LLOYD, subject to and in accordance with these T&Cs.

2.3 Each confirmed Order shall constitute a separate contract governed by and subject to these T&Cs, and if Buyer has a right to terminate any Order for cause, such right shall not entitle Buyer to terminate any other Order.

2.4 HENRI-LLOYD shall have no liability to Buyer in respect of any rejected or cancelled Orders.

3. SHIPPING, TRANSFER OF RISK AND TITLE, PARTIAL DELIVERIES

3.1 HENRI-LLOYD shall use reasonable endeavours to deliver Goods to the Buyer by any estimated date for delivery given by HENRI-LLOYD, or as soon thereafter as is possible. Any estimated date for delivery given by HENRI-LLOYD is an estimate only and time for delivery shall not be of the essence. HENRI-LLOYD will not be liable for any losses suffered or incurred by Buyer as a result of late delivery of any Goods. Delays in the delivery of an Order shall not entitle the Buyer to refuse to take delivery of the Order, claim damages, or terminate or rescind the Order.

3.2 If Buyer fails to take delivery of any Goods on the date they are actually delivered, HENRI-LLOYD may reschedule delivery and charge Buyer for the additional costs of delivery and storage of the Goods.

3.3 Buyer shall notify HENRI-LLOYD in writing as soon as reasonably practicable (but in any event within ten 10 Business Days) after delivery to Buyer of any non-conforming Goods containing obvious defects, shortages in Goods or any discrepancies in invoices.

3.4 HENRI-LLOYD will use reasonable commercial efforts to ensure that all details and descriptions of Goods appearing on its website, in its brochures or otherwise provided Buyer are correct. However, the information, including product dimensions, materials, and descriptions and functionality appearing on HENRI-LLOYD’s website, in its brochures or otherwise provided to Buyer at a particular time may not always reflect the position exactly at the moment Buyer place an Order or the Goods are delivered to Buyer. HENRI-LLOYD reserves the right to amend the design, materials or specifications for the Goods if required by any applicable statutory or regulatory requirement, or if necessary or desirable from a technical perspective (including any improvements or modifications HENRI-LLOYD makes to the design or technical performance of the Goods), provided that such amendments do not materially adversely affect the appearance or functionality of the Goods.

3.5 All deliveries of Goods shall be made EXW (Incoterms 2020) to the location specified by the Buyer in the relevant Order. HENRI-LLOYD shall use reasonable endeavors to accommodate any subsequent changes by Buyer to the delivery location, provided any such changes shall be entirely at Buyer’s its expense.

3.6 Risk in the Goods shall pass to the Buyer upon delivery. Title to Goods shall not pass to the Buyer until the earlier of: (a) HENRI-LLOYD receiving payment in full (in cash or cleared funds) for the Goods and all other sums that are due to HENRI-LLOYD; or (b) the Buyer reselling the Goods, in which case title to those Goods shall pass to the Buyer immediately before the time at which resale by the Buyer occurs.

3.7 Until title to the Goods has passed to the Buyer, the Buyer shall: (a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the HENRI-LLOYD's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to those Goods; (c) not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Goods, including any proceeds of sale or other consideration arising from such dealings, and the relationship between Buyer and HENRI-LLOYD in respect of the Goods shall be a fiduciary one and Buyer shall hold the Goods as bailee for HENRI-LLOYD; (d) keep the Goods insured on HENRI-LLOYD's behalf for their full price against all risks with an insurer that is reasonably acceptable to HENRI-LLOYD. On request the Buyer shall allow HENRI-LLOYD to inspect those Goods and the insurance policy; (e) give HENRI-LLOYD such information as HENRI-LLOYD may reasonably require from time to time relating to (i) the Goods; and (ii) the ongoing financial position of the Buyer; (f) maintain the Goods in a good, saleable condition and store and handle the Goods so as to prevent the loss or damage to the Goods; (g) permit HENRI-LLOYD or its duly authorised representative to inspect the Goods at all reasonable times and for such purpose to enter on the Sites or any premises at which the Goods may be located, and shall grant reasonable access and facilities for such inspection; (h) ensure that HENRI-LLOYD may enter premises where the Goods are stored and recover the Goods; and (i) not suffer or permit the Goods to be confiscated, seized or taken out of Buyer’s possession or control under any distress, execution or other legal process, but if the Goods are so confiscated, seized or taken, Buyer shall notify HENRI-LLOYD and Buyer shall at Buyer’s sole expense use Buyer’s best endeavours to procure an immediate release of the Goods and shall indemnify HENRI-LLOYD on demand against all losses, costs, charges, damages and expenses reasonably incurred as a result of such confiscation.

3.8 HENRI-LLOYD is entitled to make partial deliveries.

3.9 If Buyer wishes to order Goods for delivery to a location outside the United Kingdom, Buyer’s Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. HENRI-LLOYD does not control these charges, and it is Buyer’s responsibility to check that the Goods comply with all government import regulations, and that there are no local requirements or restrictions which may affect receipt of Buyer’s order. Buyer is solely responsible for any customs requirements that apply or charges that are due.

4. PAYMENTS, DEFAULT OF PAYMENT

4.1 Subject to clause 4.2, payment for Goods must be made in full in cleared funds within 30 days following the date of invoice. Payment shall be made by You within thirty (30) days of receipt of an invoice which shall be sent electronically on the same date of dispatch of the Products. Payment shall be made in the currency of GBP pound sterling and shall be paid into Odlo Wind UK Ltd bank account direct, such account details being the following:- Bank Barclays Name Odlo Wind UK Ltd Sort Code 20 55 41 Account 731701 52 If any credit terms have been agreed with You and you breach such credit terms, then HENRI-LLOYD may refuse to sell any further Orders of Products or may require payment in advance. You shall not be entitled to a discount for early settlement of invoices. All payments not received in cleared funds in HENRI-LLOYD designated account within thirty (30) days of the date of the invoice are overdue and any invoices which are not settled in full within thirty (30) days from the date of the invoice may be sent for legal action. HENRI-LLOYD reserves the right to: a) hold any Order (or part fulfilled Order) pending settlement of monies owed by You; and/or b) set off any undisputed monies owed by You to HENRI-LLOYD in relation to any undisputed monies owed by HENRI-LLOYD to You4.2 Payments for so-called second choice Goods, samples, articles at net prices and special items must be made in full in cleared funds immediately after invoicing.

4.2 Prices are quoted in GBP plus VAT at the legal rate applicable from time to time. Unless otherwise agreed, the list prices stated in the Order confirmation shall apply. If no express Order confirmation is issued, HENRI-LLOYD’ seasonal prices valid at the time of delivery shall apply. HENRI-LLOYD may update the list price of any or all Goods at any time. Any changes to the list price of Goods will not apply to Orders confirmed by HENRI-LLOYD or Goods delivered prior to the changes coming into effect.

4.3 The minimum order value per Order and delivery is GBP 120.00 (net). For Orders below this minimum order value, the Buyer accepts a surcharge of GBP 10.00 (net) per respective Order for below-minimum quantities. Orders below GBP 150 (net) will be charged with a transport fee for standard delivery of GBP8.00 (net) and GBP£16.00 for express delivery.

4.4 Due dates for payment are calculated from the date of the respective invoice. Unless otherwise specified by HENRI-LLOYD, invoices will be issued at the time of dispatch or after the Goods have been dispatched, as determined by HENRI-LLOYD. HENRI-LLOYD is entitled to demand payment in advance any at time.

4.5 Unless otherwise agreed in an Order, all amounts due under each Order shall be paid in British Pounds Sterling , by such payment method as HENRI-LLOYD reasonably specifies. Time for payment of all money payable by Buyer under this agreement shall be of the essence.

4.6 Payment shall be deemed to be made when HENRI-LLOYD receive all funds due under the relevant Order in full. Buyer shall pay all amounts due to us under each Order in full without any set-off, deduction or withholding whatsoever.

4.7 If Buyer fails to pay any amount due to us by the due date for payment, HENRI-LLOYD may charge interest on the amount due but unpaid at the statutory interest rate applicable in the United Kingdom from time to time, such interests to run from day to day and to be compounded monthly. HENRI-LLOYD may also recover our costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment and suspend the performance of any Order. Buyer shall pay all amounts due to us under each Order in full without any set-off, deduction or withholding whatsoever.

5. TERMINATION

5.1 HENRI-LLOYD has the right to terminate one or more Orders: (a) at any time for any reason before the relevant Goods have been delivered; and (b) at any time before title to the relevant Goods has passed to Buyer (whether or not the Goods have been delivered) if Buyer experiences a significant deterioration of its financial circumstances or if judicial or extrajudicial composition or insolvency proceedings, or similar proceedings under a foreign legal system, have been applied for or instituted against it (“Insolvency Event”), or if the Buyer is in default of payment under any Order or has otherwise materially breached these T&Cs or any Order. In the event HENRI-LLOYD terminates an Order due to default of payment or an Insolvency Event, the Buyer must return the relevant Goods to HENRI-LLOYD without delay and if Buyer fails to deliver the Goods to HENRI-LLOYD as requested, HENRI-LLOYD and its representatives shall have a right to enter Buyer’s premises to recover all such Goods. If HENRI-LLOYD cancels an Order prior to delivery, HENRI-LLOYD will refund to Buyer any amounts paid by Buyer in respect of the relevant Order, and such refund will be HENRI-LLOYD’s sole liability and Buyer’s sole remedy for such cancellation.

5.2 Upon termination of an Order for any reason all outstanding unpaid invoices in respect of the Goods provided to Buyer under the relevant Order and each other Order already submitted by HENRI-LLOYD shall become immediately payable by Buyer and invoices in respect of Goods ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice.

5.3 Once HENRI-LLOYD has confirmed an Order in writing (including email), Buyer may not cancel it unless HENRI-LLOYD has committed a material breach of these T&Cs or the relevant Order which is incapable of remedy, or has not been remedied within 30 days following receipt of a notice requiring HENRI-LLOYD to remedy it.

5.4 Any provision of these T&Cs or an Order that is intended by its nature to survive termination or expiry of the relevant Order shall survive such termination or expiry, including without limitation clauses 4.7; 4.8; 6.2; 6.4; 7; 8; 10; 13; and 14.

6. WARRANTY

6.1 To the extent permitted by law, the Goods shall be deemed free of material defects if at the time of transfer of risk they materially correspond to the product description or do not deviate significantly from such description. Buyer shall not assert claims for defects in the event of insignificant impairment of usability, natural wear and tear, or damage arising after the transfer of risk as a result of faulty or negligent handling and/or the use of unsuitable care of Goods, or in the event of only minor visual or technical deviations from the underlying samples, descriptions, catalogue illustrations or previous deliveries. If the Buyer or third parties make changes or perform repair work or otherwise handle the Goods, all claims for defects are forfeited without further ado. In the case of so-called second choice Goods and special items, the Buyer is not entitled to any claims for defects, insofar as the defect was the reason for the downgrading of the Goods or it concerns defects which the Buyer should expect in the case of such Goods.

6.2 The Buyer must inspect the received Goods immediately upon receipt and handle them with care. Any damage to or loss of Goods in transit must be claimed by the Buyer immediately after receipt of the shipment against the carrier. Other identifiable defects must be reported to HENRI-LLOYD in detail within 5 business days of receipt by written notice. Defects which are not visible upon receipt of the Goods must be reported in detail by written notice within 5 business days after discovery. If the Buyer fails to give notice of any defect within the required time, it shall be deemed to have accepted the Goods.

6.3 In the event of a defect that is notified to HENRI-LLOYD within the time required under clause 6.2, HENRI-LLOYD shall at its election repair or replace the affected Goods, or issue a refund of any amounts paid for the affected Goods, within a reasonable period of time.

6.4 In the case of defects that have been notified to HENRI-LLOYD, the Buyer must immediately give HENRI-LLOYD the opportunity to examine the Goods in question. At HENRI-LLOYD's request, the Buyer must make the affected Goods or parts thereof available at HENRI-LLOYD's expense. If the notice of defect was unjustified, HENRI-LLOYD shall be entitled to compensation from the Buyer for the expenses incurred (including freight, handling fee and inspection costs).

7. LIABILITY

7.1 HENRI-LLOYD's liability for damages for whatever cause in law, in particular for impossibility, delay, defective or incorrect delivery, shall be excluded to the extent permitted by law. To the fullest extent permitted by law: (1) the total aggregate liability of HENRI-LLOYD for all claims under or in connection with these T&Cs and any Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed amount paid by the Buyer for the Goods purchased under the Order to which the relevant claim relates; and (2) HENRI-LLOYD shall not be liable under or in connection with these T&Cs, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) indirect, special, punitive, exemplary or consequential loss; or (b) loss of goodwill, loss of actual or anticipated profits, loss of revenue, loss of opportunity or contract, loss of sales or business, work stoppage, computer failure or malfunction, damage to equipment, or loss or inaccuracy or corruption of data, in each case whether direct or indirect.

7.2 HENRI-LLOYD will not be liable under these T&Cs or any Order for any failure or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation, earthquake, flood, or other natural disaster, act of God, labour controversy, civil disturbance, terrorism, war (whether or not officially declared), pandemic or epidemic, or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

7.3 Nothing in these T&Cs excludes or restricts a party’s liability to the other party for anything that cannot be excluded or restricted under applicable law, including but not limited to liability for death or personal injury caused by that party’s negligence, for fraud or fraudulent misrepresentation, or breach of the T&Cs implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

7.4 To the fullest extent permitted by law: (a) HENRI-LLOYD gives no warranties, conditions, guarantees or representations under these T&Cs; and (b) all warranties, conditions, guarantees or representations, whether express or implied, oral or in writing (including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979, as to the merchantability, fitness of Goods for a particular purpose and correspondence with any description or sample) are excluded.

8. REPLICA PRODUCTS

8.1 For orders of so-called replica products (fan articles) to which a sponsor notice and/or club name/sign is affixed, the Buyer is not entitled to any claims against HENRI-LLOYD in the event of club-specific or other changes for which HENRI-LLOYD is not responsible (for example the change of the sponsor and/or the change of the club name/sign or the club colors).

9. CONFIDENTIALITY

9.1 Each party shall keep and procure to be kept secret and confidential all information belonging to the other party disclosed or obtained as a result of the relationship of the parties and shall not use nor disclose the same save for the purposes of the proper performance of each Order or with the prior written consent of the other party. Confidential information may only be disclosed on a need-to-know basis to a party’s: (a) legal advisors in order to advise it on its rights or obligations under these T&Cs or an Order; and (b) employees, consultants, or agents, provided that disclosure is made solely for the purpose of performing its obligations or exercising its rights under these T&Cs or an Order, provided in each case that such disclosure is subject to obligations equivalent to those set out in this clause and each party shall procure that any person to whom confidential information is disclosed complies with such obligations. Each party shall continue to be responsible to the other party in respect of any disclosure or use of the disclosing party’s confidential information by a person to whom disclosure is made by the receiving party. The obligations of confidentiality in this clause shall not apply to any material or information which the receiving party can show to the reasonable satisfaction of the disclosing party: (a) is in the public domain (other than as a result of a breach of these T&Cs or an Order); (b) was independently disclosed to it by a third party entitled to disclose the same; or (c) is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, provided that such information is disclosed only to the extent actually required by law and prior to such disclosure the receiving party gives the disclosing party such prior notice that it is reasonably able to give in order to give the disclosing party the opportunity to seek a protective order for the Information.

10. ASSIGNMENT

10.1 The Buyer shall not assign, transfer (by operation of law or otherwise) or subcontract its rights or responsibilities under these T&Cs or any Order without the prior written consent of HENRI-LLOYD. HENRI-LLOYD may assign transfer, sub-contract or otherwise part with the T&Cs and each Order or any right or obligation under it and the Buyer shall do all such things and execute all such documents (including any novation) as HENRI-LLOYD may reasonably require in connection with its rights under this clause.

11. ADVERTISING

11.1 The Buyer undertakes to advertise the Goods delivered by HENRI-LLOYD in accordance with any instructions from HENRI-LLOYD. The Buyer shall immediately cease any advertising that HENRI-LLOYD considers may be damaging to or otherwise bring into disrepute HENRI-LLOYD’s Goods, intellectual property rights, brand or business in general. The Buyer indemnifies HENRI-LLOYD against any liability, loss, damage, cost or expense that HENRI-LLOYD may suffer or incur which arises as a result of breach of this provision. If HENRI-LLOYD becomes aware of advertising by the Buyer that is, in HENRI-LLOYD's sole view, incorrect, deceptive or misleading advertising, HENRI-LLOYD shall be entitled to instruct the Buyer to cease such advertising immediately. The Buyer shall comply with such an instruction at its own expense and shall take all necessary measures to prevent further dissemination of already published advertising.

11.2 The Buyer shall not, and shall not permit any third party to, bid on HENRI-LLOYD, its trading names, trade marks or branding (or any part of them), or nay confusingly similar signs, as a search term in any performance marketing.

11.3 You agree not to sell the PRODUCTS on Marketplaces or websites owned and/or operated by third parties (such as e-bay or amazon)

12. INTELLECTUAL PROPERTY RIGHTS

12.1 HENRI-LLOYD is the owner of various trademarks consisting of the HENRI-LLOYD component or the HENRI-LLOYD logo (the \"HENRI-LLOYD Trademarks\"). These T&Cs do not grant the Buyer any rights in or to the HENRI-LLOYD Trademarks.

12.2 The Buyer shall not use the HENRI-LLOYD Trademarks or confusingly similar signs for any purpose without HENRI-LLOYD's prior written consent. The Buyer undertakes not to use, incorporate or register the HENRI-LLOYD Trademarks (or any part of them), or confusingly similar signs in existing or new media (Facebook, Instagram, Twitter, etc.), in search engines, paid search engine marketing, as a trademark, domain name, company name, AdWord or meta tag.

12.3 The Buyer shall not any circumstances: (a) remove or otherwise attempt to obscure any trade marks, trade names or branding (including any HENRI-LLOYD Trademarks) on the Goods, or reverse engineer, tamper or interfere with, seek to understand the design of, seek to copy or replicate, or attempt to discover or exploit HENRI-LLOYD’s intellectual property rights in the Goods; (b) cause or permit anything to be done which may damage or endanger HENRI-LLOYD’s intellectual property rights in and to the Goods or the HENRI-LLOYD Trademarks, or assist anyone else in doing so; or (c) at any time challenge the validity of or infringe any of HENRI-LLOYD’s intellectual property rights in or to the Goods or the HENRI-LLOYD Trademarks.

13. MISCELLANEOUS

13.1 Should any provision of these T&Cs be or become invalid, illegal or unenforceable, it shall be deemed deleted, but the validity and enforceability of the remaining T&Cs and conditions shall not be affected . If any provision of these T&Cs is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision which comes as close as possible to the intended commercial purpose.

13.2 The contract formed by these T&Cs and an Order contains the entire agreement between the parties relating to its subject matter and supersedes all previous agreements between them, whether written or oral, relating to that subject matter. No variation of these T&Cs or any Order shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.3 No failure or delay by HENRI-LLOYD to exercise any right or remedy, or any partial exercise of any right or remedy, under these T&Cs or any Order will waive that or any other right or remedy. Except as expressly provided in these T&Cs, the rights and remedies provided under these T&Cs and each Order are in addition to, and not exclusive of, any rights or remedies provided by law.

13.4 A notice or other communication given to a party under or in connection with these T&Cs or any Order shall be in writing in English and signed by or on behalf of the party giving it, sent for the attention of the person, at the address or email address specified in the Order (or to such other address, email address or person as that party may notify to the other, in accordance with the provisions of this clause) and delivered personally or sent by commercial courier, by email, by pre-paid first-class post, recorded delivery or by airmail requiring signature on delivery. If a notice or other communication has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows: (a) if delivered personally, when left at the address and for the contact referred to in this clause; (b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, in the location of delivery; (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; (d) if sent by airmail, at 9.00am on the fifth business day after posting, in the location of delivery; and (e) if sent by email, at the time of transmission.

13.5 If any part of these T&Cs any Order is found by a court or competent authority to be illegal or invalid, the rest of the T&Cs and/or the relevant Order will remain in full force and unaffected.

13.6 Nothing in these T&Cs or any Order is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13.7 No third party has any rights under or in connection with these T&Cs or any Order, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13.8 These T&Cs and each Order, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England and Wales and each of HENRI-LLOYD and Buyer irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with these T&Cs or any Order (including non-contractual disputes or claims).HENRI-LLOYD may also bring action against the Buyer at any other place of jurisdiction permitted by law.