2016 RETAIL PRICE LIST North America
North America Standard Terms & Conditions of Sale ( Continued )
to the Buyer the benefit of any warranty obtained by the Company from the manufacturer or supplier of such Goods ( but so that nothing shall require the Company to commence proceedings against such manufacturer or supplier or to incur expense in connection with any such claim by the Buyer ).
( b ) Company warrants against defects in materials and workmanship for all Robert Simmons branded brushes .
( c ) The Company warrants that it shall comply with all applicable laws in relation to this Contract .
EXCEPT FOR ANY SPECIFIC WARRANTIES SET FORTH IN THIS SECTION , THE COMPANY HEREBY DISCLAIMS ALL WAR- RANTIES , EXPRESS OR IMPLIED , INCLUDING THE WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE , TITLE , COURSE OF DEALINGS , CUSTOM OF TRADE , OR QUIET ENJOYMENT , NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES ,.
9 . Limitation of Liability
The Company ' s total liability in contract , tort , misrepresentation or otherwise , arising in connection with the Contract shall be limited to the specific Order price relating to the Goods only .
IN NO EVENT WILL COMPANY BE LIABLE TO BUYER FOR ANY INCIDENTAL , SPECIAL , PUNITIVE , EXEMPLARY , OR CONSE- QUENTIAL DAMAGES ARISING FROM OR CONNECTED WITH THIS AGREEMENT OR THE USE OR THE PERFORMANCE OF THE GOODS , REGARDLESS OF WHETHER COMPANY KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES .
IN NO EVENT WILL COMPANY ’ S LIABILITY FOR ANY CLAIM OF ANY KIND , WHETHER BASED IN CONTRACT , WARRANTY , TORT , STRICT LIABILITY OR OTHERWISE , FOR ANY LOSSES OR DAM- AGES ARISING OUT OF , CONNECTED WITH , OR RESULTING FROM , THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF , OR THE GOODS OR THE USE OR PERFORMANCE THEREOF , EXCEED THE AMOUNT PAID BY YOU FOR THE GOODS .
BUYER SHALL BE RESPONSIBLE FOR ENSURING ANY POST- PRODUCTION COMPLIANCE OF ANY GOODS WITH THE CALIFOR- NIA SAFE DRINKING WATER AND TOXIC ENFORCEMENT ACT OF 1986 (“ PROPOSITION 65 ”), INCLUDING ANY NECESSARY POST- PRODUCTION LABELLING . THE COMPANY SHALL NOT BE LIABLE TO THE EITHER THE BUYER OR ANY THIRD PARTY UNDER A PROPOSITION 65 CLAIM AFTER DELIVERY OF GOODS TO THE BUYER ; BUYER SHALL INDEMNIFY DEFEND THE COM- PANY AS REGARDS TO ANY AND ALL CLAIMS ARISING UNDER PROPOSITION 65 RELATED TO THE GOODS .
10 . Intellectual Property
Any patent , trademark , copyright or other industrial or intellectual property right relating to ( i ) any of the Goods which are manufactured by the Company and ( ii ) any merchandising or point of sale material supplied by the Company shall remain the absolute property of the Company and shall not be disclosed or copied without the express written consent of the Company .
11 . Additional Indemnity
The Buyer shall keep the Company indemnified against all costs , claims , demands and expenses however arising in connection with any liability whatsoever , which may be made against the Company or which the Company may sustain , pay or incur in connection with the Goods , provided that such costs , claims , demands and expenses are not due to any wilful or negligent act or omission of the Company or its servants or agents .
12 . Cancellation
Orders which have been accepted by the Company may only be cancelled with the written consent of the Company , which will be given only on terms that the Buyer shall indemnify the Company against any loss incurred by the Company in respect of the cancelled order . Upon cancellation , all sums payable shall become due immediately . Goods returned without the Company ’ s written consent will not be accepted for credit .
13 . Assignment
The Buyer shall not assign or transfer or purport to assign or transfer any Contract or the benefit thereof to any person whatever without the written consent of the Company . The Company may assign the Contract or any part of it to any person whatever .
14 . Force majeure
If the Company is prevented or delayed from making delivery of the Goods or any part thereof or from otherwise performing the Contract or any part thereof due to Force Majeure , it shall be entitled at its option , exercisable by notice in writing and without liability to the Buyer , either to : ( i ) cancel the Contract ; ( ii ) reduce the volume of Goods ordered by the Buyer ; ( iii ) adjust the price of the Goods ; or ( iv ) extend from any estimated delivery date the time or times for delivery by a period equivalent to that during which such delivery or supply has been prevented , provided that , if the event in question continues for a continuous period exceeding 90 days , the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract .
15 . Waiver
( a ) Any failure or delay by the Company in exercising any provision of the Contract shall not constitute a waiver of any of its rights or remedies under the Contract .
( b ) Any waiver by the Company of any breach of , or any default under , the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract .
16 . Insolvency and Default of Buyer
The Buyer ' s right to possession of the Goods shall terminate immediately and the Company , at its discretion , may stop any Goods in transit and suspend further deliveries of the Goods and , by notice in writing to the Buyer , forthwith determine the Contract without prejudice to the licence granted to the Company ’ s servants and agents under condition 7 or to any other rights or claims which the Company may have against the Buyer , including , without limitation , the Company ' s rights under condition 4 ( d ) if the Buyer : becomes insolvent or admits in writing its inability to pay its debts as they become due , files a petition for bankruptcy , makes an assignment for the benefit of its creditors or has a receiver , trustee or other court officer appointed for its properties or assets .
17 . Data Protection
( a ) The Buyer gives its explicit consent to the processing of its personal data for purposes connected with the carrying out of the Contract , which shall include where applicable the following specified purposes : ( i ) the taking of credit references for the purposes of enabling the Company to decide whether to offer the Buyer credit terms ; ( ii ) the giving by the Company , upon request , of trade credit references ; ( iii ) the exchange of the personal data to other creditors in the event of default or payment problems experienced with the Buyer by the Company ; and ( iv ) the transfer of the Buyer ' s personal data outside of the European Economic Area , specifically the USA . Any reference to " personal data " shall mean any personal information ( including sensitive personal data ) that is capable of identifying you . This information may include your name , address , telephone number , fax number or e-mail address .
( b ) The Buyer agrees to notify the Company and keep it informed of any changes in the personal data supplied to the Company prior to or at the time of first ordering Goods from the Company , and to assist the Company to comply with the Company ' s obligations under the provision of the Data Protection Act 1998 .
( c ) The parties agree that they will comply with their respective obligations under the Data Protection Act 1998
18 . Confidentiality
Except as required by law or by any relevant regulatory or government authority , or to the extent that information has entered the public domain through no fault of the receiving party , each party shall treat as strictly confidential all information relating to the Contract or arising from any negotiations between the parties , including , without limitation , pricing information and shall only release such information to those of its employees as shall have a need to know . The obligations under this condition 18 shall apply for 12 months from the date of the Buyer ' s most recent order accepted by the Company .
19 . Notices
All notices and other communications hereunder shall be in writing and shall be deemed given : ( i ) when delivered personally or by hand ; ( ii ) when delivered by facsimile transmission ( receipt verified ); ( iii ) when received or refused , if sent by registered or certified mail ( return receipt requested ), postage prepaid ; or ( iv ) when delivered if sent by express courier service ; in each case to the parties at the addresses set forth in the Order ( or at such other address for a Party as shall be designated in writing .)
20 . Entire Agreement
The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous agreement or understanding between them relating to the subject matter hereof .
21 . No Benefit to Third Parties
No term of the Contract shall be enforceable in any way by any person that is not a party to it .
22 . Severance
If any provision of the Conditions is held by any competent authority to be invalid , void , unreasonable or unenforceable in whole or in part , it shall be deemed severable and the remaining provisions of the Conditions shall continue to apply .
23 . Governing Law and Jurisdiction
These terms shall be governed by and construed in accordance with the laws of the state of New Jersey , without giving effect to any principles of conflicts of law . The parties irrevocably consent to the exclusive jurisdiction of any federal court having jurisdiction located in New Jersey in connection with any action arising out of or related to these terms of use or their subject matter and waive any objection based on lack of personal jurisdiction , place of residence , improper venue or forum non convenience in any such action .
DALER-ROWNEY USA
7 Corporate Drive , Cranbury , NJ 08512-3634 , USA Customer Service / Service Clients : + 1 ( 609 ) 655 5544 Tel . : + 1 ( 609 ) 655 5252 – Fax . : + 1 ( 609 ) 655 5852 customer . serviceus @ daler-rowney . com
50 www . daler-rowney . com North America Retail Price List 2016