1.1 The following definitions and rules of interpretation apply to these Conditions.

Buyer: the person, firm or company who enters into an agreement with RalaTeam for the sale and purchase of Goods or wishes to enter into such an agreement.

Conditions: these general terms and conditions of sale.

Contract: any agreement between RalaTeam and the Buyer for the sale and purchase of Goods.

Delivery: delivery in accordance with the terms and provisions of the applicable Incoterms rule as agreed upon between RalaTeam and the Buyer in a Contract at the Delivery Point as agreed upon between RalaTeam and the Buyer in a Contract.

Delivery Date: the date on which the Goods arrive at the Delivery Point and are made available to the Buyer.

Delivery Point: the address and place where Delivery of the Goods is to take place as agreed upon in the Contract.

Goods: any goods agreed upon in the Contract to be supplied by RalaTeam to the Buyer (including any part or parts of them).

Incoterms: the most recent version of the international rules for the use and the interpretation of trade terms of the International Chamber of Commerce (“ICC”) as in force at the date when the Contract is concluded (Incoterms®).

RalaTeam: RalaTeam B.V., a limited liability company duly organized and existing under the laws of the Netherlands, having its principal place of business in 2289 DA Rijswijk, The Netherlands, registered with the Dutch Chamber of Commerce (“Kamer van Koophandel”) under company number 862510673, who shall be the supplier of the Goods.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and words in the plural include the singular.

1.4 Titles and headings in these Conditions are used for convenience in reference only and are not a part of these Conditions, nor shall they in any way affect the interpretation hereof.

 

2.1 Subject to any variation under section 2.3 of these Conditions, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification, or other document). These Conditions form an integral part of any Contract between RalaTeam and the Buyer. They supersede all prior negotiations, representations, and/ or communications either written or oral, between RalaTeam and the Buyer with respect to the subject matter of the Contract.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These Conditions apply to all RalaTeam's proposals, quotations, other communications preceding Contracts and Contracts. Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly authorized director of RalaTeam. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of RalaTeam which is not included in writing in the Contract.

2.4 No order placed by the Buyer on RalaTeam’s web site shall be deemed to be accepted by RalaTeam and a Contract shall not come into existence until payment in full is received by RalaTeam and an acceptance of the order is confirmed by RalaTeam electronically. 

2.5 The Buyer shall ensure that all details of its order, and any applicable specification(s), are complete and accurate. Should the Buyer’s information and or specifications, including Delivery instructions, prove inadequate, the Buyer agrees to reimburse RalaTeam for any losses and expenses that RalaTeam incurs or has incurred as a result of any inaccurate information provided by the Buyer to RalaTeam.

2.6 RalaTeam may at any time between the date of an order and the Delivery Date cancel all or any part of an order or vary quantities of all or any part of the order placed by the Buyer at its own discretion on written notice to the Buyer, without liability to the Buyer.

2.7 RalaTeam acts solely in its own name and for its own account. RalaTeam does not represent nor bind any other legal entity unless this is explicitly and specifically evidenced by a written mandate duly signed by an authorized representative of that other entity.

2.8 By entering into a Contract with RalaTeam, the Buyer represents and warrants that it is acting in the course of its trade or business.

3.1 The quantity and description of the Goods shall be as set out in RalaTeam's records which shall stand as  proof of what order the Buyer made, unless the Buyer can provide conclusive written evidence proving the contrary.

3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising material,  issued, published, or made available by RalaTeam, and any descriptions or illustrations contained in RalaTeam's catalogues or brochures, whether pre-printed or made available electronically, are issued or published or made available for the sole purpose of giving an approximate idea of the Goods described in them. Buyer cannot derive any rights from such pre-printed or electronic information. They shall not form part of the Contract.

3.3 The Buyer acknowledges and agrees that any samples shown to the Buyer are solely for the purpose of giving an approximate idea of the Goods. Any consequent sale does not constitute ‘a sale by sample’ as referred to in Book 7:17 sub 4 of the Dutch Civil Code.

3.4 The Buyer recognises that variations may occur from one dye batch to another and RalaTeam shall not be liable for variations in colour nor for other variations such as variations in quality, width, size, weight, finish and / or design that are customary in the market.

3.5 RalaTeam gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.

4.1 Unless explicitly agreed upon otherwise in writing, all Goods which are, pursuant to the Contract, to be delivered to Delivery Points within the European Union or Monaco shall be delivered DDP Incoterms (Delivered Duty Paid). Unless explicitly agreed upon otherwise upon in writing, all Goods which are, pursuant to the Contract, to be delivered to Delivery Points outside of the European Union or Monaco shall be delivered DAP Incoterms (Delivered at Place).    

 

4.2 The Buyer shall take possession of the Goods at the Delivery Point within seven (7) calendar days of RalaTeam giving it notice that the Goods are ready for Delivery.

 

4.3 Any dates specified by RalaTeam for Delivery of the Goods are an estimate only on which the Buyer relies entirely at its own risk. Time for Delivery shall not be, and shall not be capable of being made by notice, of the essence. If no dates are so specified, Delivery shall be within a reasonable time (with RalaTeam’s view being final as to what constitutes reasonable).

4.4 If for any reason the Buyer fails to take Delivery of any of the Goods on the Delivery Date, or RalaTeam is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by RalaTeam's negligence); (b) the Goods shall be deemed to have been delivered in accordance with section 4.1 of these Conditions; and (c) RalaTeam may store the Goods until Buyer or its nominated agent takes possession of the Goods, and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.

4.6 Subject to the other provisions of these Conditions, RalaTeam shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the Delivery of the Goods (even if caused by RalaTeam's negligence), nor shall any delay entitle the Buyer to terminate or rescind a Contract unless one hundred and eighty (180) calendar days have passed from the Delivery Date estimated in the Contract.

4.7 Where it has been agreed upon between RalaTeam and the Buyer that the Goods be delivered to the Delivery Point by post, RalaTeam shall not be liable for any non- or late Delivery in respect of the Goods unless the reason for the non- or late Delivery is an error made entirely by RalaTeam and consisting in sending the Goods to an incorrect address. Save for that, and subject to section 12.3 of these Conditions, RalaTeam expressly excludes all liability in relation to non-Delivery of Goods sent by post.

4.8 RalaTeam may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.9 Each instalment shall be considered a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.10 If the Buyer pays for a premium delivery service, such deliveries can be made at any time on any business day from 7.00 AM onwards. If the Buyer is not available to take delivery as of that time, section 4.4 applies simultaneously.

4.11 RalaTeam shall not deliver on behalf of a Buyer to a third-party who is situated outside of the country in which the Buyer is located.

5.1 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on Delivery of the Goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.

5.2 The quantity of any consignment of Goods as recorded by RalaTeam upon despatch from RalaTeam's warehouse or place of business shall be conclusive evidence of the quantity received by the Buyer on Delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer's employees).

5.3 The Buyer will notify RalaTeam in writing of any non-conformity with a Contract within seven (7) calendar days after the Delivery Date (“Notice of Non-Conformity”). Any Notice of Non-Conformity should include the invoice number and dispatch note number and a clear and complete description of the claimed non-conformity. Failure to give such Notice of Non Conformity will constitute a waiver of Buyer's right to inspect and/or to reject the Goods for non-conformity and will be equivalent to an irrevocable acceptance of the Goods by the Buyer.

5.4 RalaTeam shall not be liable for any non-Delivery of Goods (even if caused by RalaTeam's negligence) unless the Buyer gives written notice to RalaTeam of the non-Delivery within seven (7) calendar days of the date when the Goods should in the ordinary course of events have been received (“Notice of Non-Delivery”).

5.5 Any liability of RalaTeam for non-Delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.1 Title to and risk in the Goods sold by RalaTeam shall be for the Buyer as from the moment that the Goods are considered delivered per section 4.1 of these Conditions.

7.1 Unless otherwise agreed by RalaTeam in writing (including email), the prices for the Goods shall be those prices set out in RalaTeam's price list published on the RalaTeam web site at the time that the order is made.

7.2 Unless explicitly indicated or otherwise agreed upon all prices quoted by or published or agreed upon shall be in Euro (€).

7.3 The Buyer is entirely responsible for proper accounting for any taxes or levies that the Buyer is due to pay in connection with any dealings with RalaTeam.    

8.1 All Contracts regarding sales are binding. Goods may not be returned to RalaTeam. The only exception to the foregoing is when RalaTeam has issued a Return Authorization Note in accordance with section 8.2. hereunder. In all other cases, returns will be refused.

8.2 Only in exceptional cases of non-conformity of Goods with a Contract, RalaTeam may, in its sole discretion, and on a case-by-case basis decide to issue a return authorization note (“Return Authorization Note”), signed by an authorized RalaTeam representative, provided that Buyer has sent a Notice of Non-Conformity in accordance with the requirements as set forth in section 5.3 above and upon RalaTeam’s acknowledgement of such Notice of Non-Conformity.   Goods returned to RalaTeam without a Return Authorization Note  will be refused. Authorized returns are only at RalaTeam’s expense if such is explicitly confirmed in the Return Authorization Note. For the purposes of this clause, any Goods whose return has been authorized by RalaTeam shall be referred to as "Returned Goods".

8.3 RalaTeam will, in any circumstances, only accept Returned Goods, if the following conditions have been met:

• The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
• The Returned Goods must be returned with all original documentation that was supplied with the Goods;
• The Buyer will either:
  (i) pay for and arrange the return of the Returned Goods ; or
  (ii) if RalaTeam has agreed to recover the Returned Goods at Ralateam’s expense as evidenced in writing in the Return Authorization Note and RalaTeam's carrier attends to collect the Returned Goods and that collection is not possible owing to a default of the Buyer, a charge of eighteen (18) Euro (€) will be payable by the Buyer to RalaTeam.

8.3 Without prejudice to RalaTeam’s other rights hereunder, Buyer’s rights with respect to repair, replacement or a refund of the price paid are subject to RalaTeam’s acknowledgement of the Notice of Non-Conformity and Buyer’s timely and correct performance of the obligations under sections 5.3, 8.2 and 8.3 of these Conditions.

9.1 All intellectual property rights and know­how arising from a Contract and all intellectual property rights relating to drawings, designs, models, descriptions, information, documents, reports, computer pro­grams, databases, data, deliverables, and other items made, to be delivered, designed, produced, or made available under a Contract, including all copy rights, moral rights, related rights, patents, trademarks, service marks, rights in designs, database rights, rights in undisclosed and confidential information (such as knowhow, trade secrets, inventions whether patentable or not) and other similar proprietary rights, whether registered or non­registered or capable of registration, all applications and rights to apply therefore and all renewals, extensions and revivals thereof, wherever in the world any such rights exist or will come into existence, shall be and/or remain exclusively owned by RalaTeam and/or its affiliated companies, and/or its licensors and may not be used, copied or otherwise repro­duced without RalaTeam’s prior written approval and, except where explicitly agreed otherwise in writing signed by a duly authorized representative of RalaTeam, nothing shall be deemed to constitute a transfer of such intellectual property rights and know how.

9.2 RalaTeam may, at its absolute discretion, sell branded and private label products to authorised customers. In the event of any such sales, the Buyer in question must not:

(a) advertise, promote, distribute, sell, or market the products in any way that disparages, misrepresents, or injures the brand or private label owners.

(b) distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing, or selling practices.

9.3 Buyer shall indemnify and hold RalaTeam harmless from and against any claim, proceeding, action, fine, loss, cost, and damages, including attorney’s fees in respect of a third party claim directly or indirectly arising out of, or relating to an (alleged) infringement by Buyer on the intellectual property rights in or related to the Goods or any part thereof.  

10.1 RalaTeam is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for RalaTeam to provide warranties in respect of the quality of the Goods. RalaTeam  therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from any Contract.

10.2 Upon written request from the Buyer, and subject to the manufacturer’s consent, RalaTeam shall endeavour, but shall not be obliged to extend any manufacturer’s warranty or guarantee to the Buyer.

11.1 The following provisions set out the entire liability of RalaTeam (including any liabilities for the acts or omissions of its employees, agents, and sub-contractors) to the Buyer in respect of:

• any breach of these Conditions;
• any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods;
• any representation, statement or tortious act or omission including negligence arising under or in connection with any Contract;
• any other matter arising out of or in connection with the (prospective) sale of the Goods.

11.2 All warranties, conditions and other terms implied by statutory law are, to the fullest extent permitted by law, excluded from any Contract.

11.3 The limitations of liability included in these Conditions apply to the maximum extend as permitted by applicable law. The limitations of liability included in these Conditions do not apply if the loss or damage can be attributed to gross negligence or wilful misconduct of RalaTeam and / or its management.

11.4 Subject to section 11.2 and 11.3 of these Conditions:

(a) RalaTeam's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a Contract shall be limited to, at RalaTeam's sole election, either:

(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if RalaTeam so requests, the Buyer shall, unless otherwise agreed upon between RalaTeam and Buyer at the Buyer's expense, return the Goods or the part of such Goods which are being replaced to RalaTeam; or
(ii) the price paid by the Buyer for the Goods.

(b) RalaTeam shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with a Contract.

11.5 RalaTeam’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, RalaTeam shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.

11.6 RalaTeam advise the Buyer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Buyer is going to use, the Buyer is strongly advised to obtain proper training (possibly from the manufacturer) about the operation, use, maintenance, and security of the Goods. RalaTeam shall have no liability in respect of any problems that arise with the Goods in circumstances were the Buyer did not test the Goods and/or obtain proper training and the problem(s) which arose could have been resolved had training been given.

11.7 RalaTeam shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:

• the defect arises because the Buyer failed to follow RalaTeam's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
• the Buyer alters or repairs such Goods or has such Goods repaired without the prior written consent of RalaTeam;
• the Buyer is responsible for causing the problem, whatever it may be.

11.8 The Buyer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that RalaTeam is prepared to accept. If the Buyer wants RalaTeam to accept more risk, then the Buyer can suggest this to RalaTeam and a higher price may be agreed for the Goods to reflect RalaTeam’s greater risk. Whatever price is paid for the Goods, the Buyer hereby acknowledges that the amount of risk RalaTeam accepts is reasonable by reference to the price charged for the Goods.  

11.9 Except with respect to claims arising out of our relating to gross negligence and / or wilful misconduct,  Buyer shall have twelve (12) months from the occurrence of the event that caused the damage of loss to initiate such action against RalaTeam as provided by law. If a Buyer fails to bring such action within this period of twelve (12) months, the Buyer shall be deemed to have waived whatever rights it may have in relation to such cause of action including all legal remedies.

12.1 RalaTeam may (without prejudice to any other remedies) terminate or suspend forthwith RalaTeam’s performance of the whole or any part of its obligations under a Contract to the Buyer, if:

1. Buyer is a corporation and has a receiver or administrator appointed or passes a resolution for winding-up or suffers an order of court to that effect or applies to a court for an interim order in connection with a voluntary arrangement with its creditors or if the Buyer is a partnership and the partnership is dissolved or, if Buyer is an individual and a bankruptcy order is made against Buyer or, whether Buyer is a corporation, partnership, individual or other entity, Buyer is subject to any similar actions or proceedings in any jurisdiction; or
2. Buyer becomes unable to pay debts as they fall due, or if an encumbrancer or creditor takes any steps to enforce a security given by Buyer; or if Buyer enters into any composition or arrangement with creditors; or
3. Buyer fails to take delivery or pay for the Goods on the due date or is in material breach of any obligations to RalaTeam; or
4. RalaTeam has any reasonable ground for suspecting that any of the circumstances set out in sub-sections (a) to (c) have occurred or may occur.

12.2 In the event that a Contract is terminated by RalaTeam:

• it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of the terminated Contract or any other Contract entered into between RalaTeam and the Buyer and including any monies unpaid as a result of credit which RalaTeam has provided to the Buyer;
• insofar as the Goods have not been delivered prior to termination, RalaTeam shall be discharged from any obligation to supply the Goods.

13.1 RalaTeam may 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 any Contract or any part of it.

RalaTeam reserves the right to defer the Delivery Date or to cancel a Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of RalaTeam including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic and pandemic, trade- and border restrictions, legal and / or political restraints with respect to the manufacturing, distribution, supply or sales of Goods, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period exceeding one hundred and eighty (180) calendar days, the Buyer shall be entitled to give notice in writing to RalaTeam to terminate the Contract involved.

15.1 The Buyer must not use RalaTeam’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

15.2 The Buyer must not use RalaTeam’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.

15.3 The Buyer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without RalaTeam’s express written consent.

15.4 The Buyer must not use RalaTeam’s website to transmit or send unsolicited commercial communications.

15.5 The Buyer shall indemnify and hold RalaTeam harmless from and against and be liable for any and all losses, liabilities, costs, expenses, and damages, including attorney’s fees, relating to, or arising out of, caused by, or resulting from, directly or indirectly, any breach of the Buyer of section 16.1., 16.2, 16.3 and / or 16.4 of these Conditions.

16.1 If RalaTeam collects personal information in connection with a Contract, such information will only be used as set out in RalaTeam’s privacy policy available here.

 

16.2 The Buyer shall comply with all applicable privacy and data protection laws and regulations including but not limited to Regulation (EU) 2016/679 (General Data Protection Regulation, abbreviated GDPR).

17.1 These Conditions and any Contract concluded between Buyer and RalaTeam and any correspondence, dealings and services conducted, provided and / or rendered and all actions contemplated under any Contract between Buyer and RalaTeam are subject to and governed by and will be interpreted, construed, settled, and enforced in accordance with the laws of The Netherlands without regard to any applicable conflict-of-law provisions, if any. The 1980 U.N. Convention on Contracts for the International Sale of Goods (CISG), if applicable, is hereby expressly excluded.

17.2 All disputes and / or controversies arising out of or related to these Conditions or any Contract between RalaTeam and the Buyer shall be exclusively submitted to the competent court in Rotterdam, the Netherlands.

18.1 The Buyer warrants and represents that it has the authority, corporate and otherwise, to enter into Contracts and to perform in accordance with the terms hereof

18.2 The English text of this Agreement is the only authentic text. The Buyer acknowledges that it fully understands and comprehends the contents and scope of these Conditions as well as any referenced documents therein, and specifically states that, if and to the extent needed, it has sought legal and / or interpretative counsel in order to fully understand and comprehend.

18.3 Any Contracts concluded between Buyer and  RalaTeam create no rights for third parties and these Conditions and any Contracts concluded between Buyer and RalaTeam contain no stipulation to that effect. The (effects of) articles Book 6:253 and Book 6:254 of the Dutch Civil Code, if applicable, are hereby expressly excluded.

18.4 Each right or remedy of RalaTeam under any Contract is without prejudice to any other right or remedy of RalaTeam whether under a Contract or not.

18.5 If any provision of a Contract is found by any court, tribunal, or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, or unreasonable (the “Partly Invalid Provision”) it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable, while the remaining provisions of the Contract and or Conditions and the remainder of the Partly Invalid Provision shall continue in full force and effect.

18.6 Failure or delay by RalaTeam in enforcing or partially enforcing any provision of a Contract shall not be construed as a waiver of any of its rights under such or any subsequent Contracts.

18.7 RalaTeam does, and may, from time to time monitor or record telephone calls with the (prospective) Buyer.

18.8 Clauses  9, 11, and 17 of these Conditions and all other clauses which by their terms require performance, or are meant to apply after the termination of a Contract remain in full force and effect after termination of a Contract and shall be fully enforceable notwithstanding the termination or fulfilment of a Contract.

ALL TRANSACTIONS ARE SUBJECT TO RALATEAM’S FULL GENERAL TERMS AND CONDITIONS OF SALE as published on its website https://www.ralateam.com. All Goods should be checked upon receipt.

PLEASE NOTE: we always recommend that all Goods featured on this website are checked for their suitability of purpose to any application process, including wearer trials. ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED ON RALATEAM’S WEBSITE ARE FOR GUIDANCE ONLY. Some colour icons are or may not be a true representation of their appearance. Grey marl, ash, denim, washed and vintage are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, RalaTeam shall not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed.

1. Unless specified, RalaTeam Promotions and Competitions are open to all RalaTeam account holders, aged 18 or over, except employees or agents of RalaTeam Limited.
   
   
2. The decision of RalaTeam is final and binding on all matters and no correspondence will be entered into.
   
   
3. RalaTeam does not accept any responsibility for any damage, loss, injury or disappointment suffered by any recipient of any promotion or competition.
   
   
4. By entering the promotion, entrants agree to be bound by these Terms & Conditions and by any additional Terms & Conditions set out in the promotional material.
   
   
5. Where applicable, promotions are only available whilst stocks last.
   
   
6. Promotions are non-transferable and there are no cash alternatives to prizes. RalaTeam reserves the right to substitute prizes of equal or greater value at any time.
   
   
7. All transactions are subject to the company's full Terms & Conditions of sale, copies of which are available upon request from www.ralateam.com.
   
   
8. Promotions are only valid for the period specified in the promotional offer.
   
   
9. Where applicable all promotional samples and giveaways are non-returnable and refundable
   
   
10. Unless specified, RalaTeam promotions and competitions are valid for one entry per customer account.
    
    
11. Where samples are issued as promotional offers, these are non-returnable and if these are returned will not be credited in any circumstances.
    
    
12. Prize draw winners will be notified and details listed, following the promotional period for seven days at www.ralateam.com.
    
    
13. RalaTeam will be the sole judge in respect of honouring any promotional offer. RalaTeam reserves the right, exercisable in its sole discretion, to discontinue or cancel any promotional offer at any time for any reason whatsoever and without any prior notice. Any person who in the sole opinion of RalaTeam deviates from a promotion's rules or from the RalaTeam Terms & Conditions may be disqualified without notice and without liability on the part of RalaTeam. RalaTeam standard Terms & Conditions can be accessed at Terms & Conditions.

These terms set out how we, RalaTeam Limited, allow the use of any intellectual property relating to any imagery, photographs, videos, audio and images that we make available to you, allow you to use or as may otherwise be provided by us from time to time.

These terms apply to any customer and distributor of RalaTeam Limited and any other person to whom RalaTeam Limited may make available, allow to use or otherwise provide the Imagery (as defined below) (the “Licensee”, “you”).

It is important that you read these terms to understand the extent of permitted use and the restrictions on using the Imagery. By using any Imagery, you accept and agree to comply with these terms and the Licence (as defined below) and the Licensee’s particular attention is drawn to Clause 4 (Use of Imagery – Licence Restrictions and obligations of the Licensee) and Clause 5 (Liability and Indemnity).

We keep this document under regular review and RalaTeam reserves the right to amend these terms from time to time. Please regularly check these terms to see if any changes have been made.

The amended terms will be effective from the date when they are posted on the Site (as defined below).

 

1. Definitions and interpretation 

1.1 In these terms the following definitions shall apply:

•  

Account	the user account with the Site that is set up by or on behalf of the Licensee (if any);
Affiliate	means any business entity from time to time Controlling, Controlled by, or under common Control with RalaTeam.
Brand Terms and Conditions	any applicable brand guidelines, licence terms and terms of use in respect of a specific Product brand imagery, including any such guidelines, licence terms and terms of use of a third-party manufacturer or brand that supplies products to RalaTeam, and any other instructions and information in relation to the use of Imagery for any Product brand as may be provided by RalaTeam to the Licensee from time to time;
Control	that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors;
Imagery	any images, drawings, photographs, audio, video, marketing material, designs, models, descriptions, information, documents, reports, computer programs, databases, data, deliverables, and other items relating to the Products,  which we allow you to use, or as may otherwise be provided by us to you from time to time whether created by us or supplied to us by third parties;
Intellectual Property Rights	all current and future rights of copyright and design right and all rights in the nature of copyright and design right, knowhow and all other rights of whatever nature, in the Imagery whether now known or in the future created, to which RalaTeam is or its licensors are now or may at any time after the effective date of these terms, be entitled by virtue of or pursuant to any of the laws in force in any part of the world;
Licence	the licence granted by us in accordance with Clause 3.1;
Permitted Period	the period of time during which the Licensee is permitted to access and/or use the Imagery as set out in Brand Terms and Conditions or as otherwise notified by RalaTeam from time to time, and unless so notified, is typically the calendar year in which the Imagery was provided by RalaTeam;
Product(s)	has the meaning set out in clause 3.1;
Purpose	has the meaning set out in clause 3.1;
RalaTeam, we, us, our	RalaTeam Limited, a company registered in the Netherlands under company number 862510673 and whose registered office is located at Laan van Vredenoord 33, 2289DA Rijswijk, Netherlands; and
Site	means our website located at https://ralateam.com/ or such other website as determined by us from time to time.

 

2. Validity of the Licence

2.1 The Licence shall come into effect on the earlier of the following dates:

(a) the date that the Licensee creates an Account on the Site;

(b) the date the Licensee is provided with any Imagery or uses any Imagery for the Purpose (whether or not such date is before or after the effective date of these terms);

and shall continue until terminated in accordance with Clause 9.

 

3. Grant of Licence

3.1 In consideration of the Licensee being a customer of RalaTeam or having other commercial relationship with RalaTeam (as the case may be) and other good and valuable consideration, subject to the provisions of these terms, RalaTeam grants to the Licensee a non-exclusive, royalty-free, non-transferable licence, without the right to grant sub-licences to store, print, display, publish or exhibit the Imagery and use the intellectual property embedded in the Imagery for the purpose of the marketing and promotion of products it purchases from RalaTeam (the “Product(s)”) for resale to its customers or such other purpose as RalaTeam may approve in writing from time to time (the “Purpose”).

3.2 Except as expressly stated herein, the Licence does not transfer any Intellectual Property Rights in the Imagery. Insofar as any Intellectual Property Rights are owned by RalaTeam or its Licensors, such rights are owned by Ralwise or its Licensors (as the case may be).

3.3 Unless otherwise agreed between RalaTeam and the Licensee in writing, all supplies of Products shall be subject to RalaTeam’s standard terms and conditions available at: https://ralateam.com/footer-pages/terms--conditions/terms--conditions/.

 

4. Use of Imagery – Licence restrictions and obligations of the Licensee

4.1 The Licensee:

(a) shall not use the Imagery for any purpose other than the Purpose;

(b) shall not use the Imagery outside of the permitted geographical territory as set out in Brand Terms and Conditions or as RalaTeam may otherwise notify the Licensee from time to time;

(c) shall not use the Imagery outside of the Permitted Period, strictly comply with any instructions of RalaTeam in relation to any expiry dates of the Imagery and, unless authorised by RalaTeam in writing, the Licensee shall only use the Imagery in the calendar year for which use of such Imagery is permitted. At the end of the Permitted Period, the Licensee shall immediately cease the use of all relevant Imagery (and any Imagery from previous years), remove from display and destroy any copies in its possession of such Imagery for the relevant period and shall obtain from RalaTeam new Imagery for use in the following calendar year or the relevant Permitted Period (if different);

(d) unless otherwise directed by RalaTeam, shall not print, display, publish, exhibit or use in any other way the Imagery in sizes larger than A4;

(e) shall only use the Imagery on printed literature (including brochures and flyers), websites, social media and promotional emails and (unless permitted in the relevant Brand Terms and Conditions or as otherwise authorised by RalaTeam in writing) shall not use it in any other forms of adviertising, including without limitation signage, point-of-sale, window graphics, billboard, roller banners and vehicle wraps;

(f) shall ensure that the correct resolution is used for the Imagery for the relevant medium as directed by RalaTeam from time to time and unless so directed, shall be as follows:

    (i) Low resultion must be used on websites, emails and sales quotations; and

    (ii) High resolution must be used in brochures, mailers, general marketing literature and paper media;

(g) shall not use the Imagery in connection with sales of Products to consumers unless permitted in the relevant Brand Terms and Conditions or as otherwise authorised by RalaTeam in writing;

(h) shall only use the Imagery in its original form and shall not alter, change or modify it in any way without the prior written consent of RalaTeam;

(i) shall esure that the correct Imagery is used with each Product and shall not use the Imagery with any product not purchased directly from RalaTeam;

(j) if the Imagery is used to represent a manufacturer or brand of the Product, shall not use the Imagery to represent or designate a product from another manufacturer or brand;

(k) shall not use the Imagery in a way that is defamatory, pornographic or otherwise unlawful;

(l) shall not use the Imagery in a way that is or may be detrimental to the RalaTeam brand, business or reputation, or that of the manufacturer or brand of the Product;

(m) shall not permit any Imagery to be accessed (other than viewed) and/or used by any third party;

(n) shall not use the Imagery for the purposes of marketing or promotion of Products to a competitor of RalaTeam;

(o) shall strictly comply with any directions and instructions of RalaTeam or any other restrictions on the use of the Imagery not contained in these terms as RalaTeam may notify the Licensee from time to time; and

(p) if requested by RalaTeam, ensure that its websites, marketing materials and any other medium used to depict or display the Imagery confirm that the relevant Imagery is the property of RalaTeam or its licensors.

4.2 The Licensee shall immediately notify RalaTeam of any suspected infringement of the Intellectual Property Rights in the Imagery.

4.3 The Licensee acknowledges that use of Imagery and/or this Licence may be subject to Brand Terms and Conditions and any other third party licence terms, terms of use or any other additional third party terms and in the event that any third party owner of the intellectual property in the Imagery imposes any contractual obligations on RalaTeam in relation to the Imagery, RalaTeam reserves the right to impose equivalent contractual obligations on the Licensee. The Licensee hereby agrees to comply with Brand Terms and Conditions and any such additional obligations as RalaTeam may notify to the Licensee from time to time.

4.4 In the event of any conflict between any of the provisions of these terms and the provisions of Brand Terms and Conditions, the provisions set out in Brand Terms and Conditions shall prevail.

 

5. Liability and Indemnity

5.1 To the fullest extent permitted by law, RalaTeam shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising out of or in connection with the Licensee's exercise of the rights granted to it under the Licence.

5.2 The Licensee shall indemnify RalaTeam against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by RalaTeam arising out of or in connection with:

(a) the Licensee's exercise of its rights granted under the Licence, including any claim made against RalaTeam for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Licence;

(b) the Licensee's breach or negligent performance or non-performance of the Licence; or

(c) the enforcement of these terms.

5.3 Nothing in these terms shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.

 

6. Warranties

6.1 RalaTeam warrants to the Licensee to the best of its knowledge and belief that it has the right to, power and authority to enter into the Licence and grant to the Licensee the rights contemplated herein, but makes no warranty or representation and disclaims any implied warranty or representation:

(a) that it owns the Imagery or that use of the Imagery will not infringe any Intellectual Property Rights of third parties; or

(b) as to the accuracy, completeness, adequacy or suitability of the Imagery for any purpose or use.

6.2 All other warranties and representations, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.

 

7. Equitable relief

7.1 The Licensee recognises that its breach or threatened breach of the Licence or these terms may cause RalaTeam irreparable harm, and that RalaTeam may therefore be entitled to injunctive or other equitable relief.

 

8. Entire agreement

8.1 These terms and any other documents referred to in it contain the whole agreement between the Parties relating to its subject matter and supersede any prior agreements, representations or understandings between them unless expressly incorporated by reference in these terms. Each Party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in these terms. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

 

9. Termination

9.1 RalaTeam may terminate the Licence at any time:

(a) upon 5 calendar days’ written notice to the Licensee;

(b) with immediate effect in the event the Licensee:

    (i) breaches any term of the Licence;

    (ii) ceases or threatens to cease carrying on its business;

    (iii) to the extent that the Imagery belong to a third party, RalaTeam’s permission to use the Imagery ends or is in any way restricted;

    (iv) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or

    (v) undergoes a change of Control; or

(c) with immediate effect in the event of termination by either Party or the expiry of the supply arrangement or any other business arrangements between RalaTeam and the Licensee.

9.2 In the event of termination or expiry of the Licence:

(a) all rights and licences granted to the Licensee under the Licence will cease;

(b) the Licensee shall stop using the Imagery; and

(c) the Licensee shall, within 30 days of the expiry or termination of the Licence, destroy all marketing material which uses the Imagery and confirm to RalaTeam in writing that this has been done.

 

10. General

10.1 Wavier. No failure or delay by a Party to exercise any right or remedy provided under the Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

10.2 Remedies. Except as expressly provided for in the Licence, the rights and remedies provided under the Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

10.3 Variations. Except as expressly provided in the Licence, no variation of the Licence shall be effective unless it is in writing and signed by an authorised representative of each Party.

10.4 Severance. If any provision or part-provision of the Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Licence.

10.5 Assignment: The Licensee shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms.

 

11. Governing Law and Jurisdiction

11.1 These terms and the Licence and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

11.2 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and/or the Licence or its subject matter or formation (including non-contractual disputes or claims).

 

Brand Terms and Conditions

The specific Brand Terms and Conditions for certain Product brands can be found below. Use of Imagery for the below brands as well as any other Product brand on our Site is subject to RalaTeam Limited Imagery Terms of Use and may be subject to other specific terms, as we may notify you of from time to time.

• Anthem - Click Here
• Asquith & Fox - Click Here
• AWDis Brands - Click Here
• Pro RTX - Click Here

1.1 In this agreement: "Confidential Information" means;

 

(a) the Data; 

 

(b) the fact, terms and content of this agreement; and

 

(c) all information and/or data which the Licensee acquires or has acquired (whether before, on, or after the date of this agreement) directly or indirectly from RalaTeam in connection with the Permitted Purpose regardless of whether it is disclosed, made available or obtained in writing, orally or by any other means; except that it shall exclude any Excluded Information with effect from the date on which it becomes Excluded Information;"Data" means all product information and data relating (whether supplied as a collection or otherwise) to RalaTeam’s products made available to the Licensee in electronic form including but not limited to prices, specifications, descriptions and images;"Excluded Information" means any information and/or data which:

 

(d) is disclosed by the Licensee in compliance with the legal requirements of a competent legal or other regulatory authority, provided RalaTeam has been notified by the Licensee of the intended disclosure prior to it taking place; or

 

(e) is known to the Licensee prior to the date of this agreement otherwise than as a result of being obtained directly or indirectly from RalaTeam; or

 

(f) the Licensee receives from a third party who lawfully possessed such Confidential Information and which has not been obtained in breach of a duty of confidence owed to RalaTeam by any reason; or

 

(g) is or becomes in the public domain at the time of its disclosure to the Licensee (other than by reason of a breach of this clause by the Licensee).

 

“Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, Data rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world 

“Licensee” shall mean the party, whether corporate or individual, to whom RalaTeam licenses the Data and/or the Licensed Intellectual Property Rights "Licensed Intellectual Property Rights" shall mean all copyright, all other rights in the nature of copyright and all Data rights (as defined in the Legal Protection of Data Directive 96/9 EC) arising under the laws of any jurisdiction (whether vested, contingent or future) and any other intellectual property rights (or rights of a like nature) whatsoever whether registered or unregistered wheresoever subsisting in the world and all legal and equitable rights protecting the confidentiality of any information or materials;"Permitted Purpose" means as defined in Clause 3.1.

“RalaTeam” means the business whose company Number is 862510673 and whose registered office is at Laan van Vredenoord 33, 2289DA Rijswijk, Netherlands

 

1.2 Words referring to persons shall include individuals, bodies corporate, companies, unincorporated associations, partnerships, firms, trusts and all other legal entities.

 

1.3 Headings to clauses are used for ease of reference only and shall not affect the interpretation or construction of this agreement.

 

1.4 Words denoting the singular include the plural and vice versa.

 

1.5 Words denoting any gender include all other genders. 

This agreement shall commence when these terms are accepted by the Licensee and shall continue until terminated by either party by giving notice in writing to the other party. 

3.1 Subject to the terms of this agreement, RalaTeam hereby grants the Licensee the personal non-exclusive, non-transferable right to store the Data on the Licensee’s computer system and use the Data and the Licensed Intellectual Property for the purposes of purchasing goods from RalaTeam and/or selling such goods (the "Permitted Purpose") and not further or otherwise.  

 

3.2 The Licensee shall not: 

 

(a) use, do anything with or otherwise exploit the Data other than as provided in Clause 3.1 (including, without limitation disclosing the whole or any material part of the Data to any other person whatsoever); 

 

(b) reformat, adapt, vary, modify or otherwise change the Data in any manner nor merge the Data so that the Data ceases to be readily identifiable as that of RalaTeam;

 

(c) permit any third party (including web developer or website/e-commerce platform provider) to have access to the Data without the express permission of RalaTeam.  

 

3.3 In consideration of the grant of the licence at clause 3.1, the Licensee shall: 

 

(a) pay to RalaTeam the  sum of €1.00 (receipt of which RalaTeam confirms); and

 

(b) abide by the terms of this agreement.  

4.1 Title to the Data (including but not limited to legal and beneficial ownership of all Intellectual Property Rights in it) shall at all times remain the property of RalaTeam. The Licensee shall not acquire any rights in the Data or any associated Intellectual Property Rights by way of this licence outside of those granted at clause 3.1. 

5.1 RalaTeam shall use its reasonable endeavours to ensure the accuracy of the Data but gives no warranty express or implied regarding the accuracy or completeness of the Data or its fitness for any purpose and expressly excludes any liability in respect thereof.

 

5.2 RalaTeam does not warrant that the Data shall be virus free and the Licensee is solely responsible for virus scanning the Data prior to introduction to the Licensee’s computer system.

 

5.3 The Licensee warrants and undertakes that it shall take all steps necessary to maintain and protect the Intellectual Property Rights in the Data (including, without limitation, taking all necessary security measures to prevent unauthorised access to, alteration, disclosure, accidental loss, damage or destruction of the whole or any part of the Data).

 

5.4 The Licensee shall indemnify and keep indemnified RalaTeam against any and all claims, losses, expenses, liabilities, damages or costs (including all legal fees actually incurred) arising directly or indirectly (whether or not reasonably or otherwise foreseeable or avoidable) out of or related to any breach of the warranties and undertakings referred to in clause 5.3 above or any other breach of the terms of this agreement or against any third-party claims against RalaTeam arising from or relating to the Licensee's use of the Data.

 

5.5 The Licensee shall:

 

(a) co-operate with RalaTeam in all matters relating to the Data;

(b) obey RalaTeam’s lawful instructions in respect of the Data; 

(c) provide, in a timely manner, such information and assistance as RalaTeam may request and ensure that it is accurate in all material respects;

(d) use the Data only for the Permitted Purpose. 

Save in respect of personal injury or death caused by the negligence of RalaTeam or any liability which cannot be excluded or restricted by law, RalaTeam shall have no liability, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, whatsoever to the Licensee for any:

 

(a) loss of business, use, profit, anticipated profit, contracts, revenues, goodwill, data or use of data; or 

 

(b) consequential, special or indirect loss or damage; or

 

(c) liability, claim, costs (including legal costs), damage or expenses which may be incurred by the Licensee arising from its use of the Data. 

7.1 Upon expiry or earlier termination of this agreement: 

 

(a) all rights and obligations of the parties shall cease forthwith except where it is expressly stated otherwise in this agreement; 

 

(b) to the extent that any Confidential Information has been disclosed, the Licensee shall return to RalaTeam all Confidential Information of RalaTeam and if so requested certify that it no longer holds RalaTeam's Confidential Information; and

 

(c) the Licensee shall:

 

(i) immediately return all physical and/or electronic copies of the Data to RalaTeam; and

 

(ii) permanently erase the Data from the Licensee’s computer system in addition to any and all backup or archive copies of the same and provide written confirmation that this has been done; and

 

(iii) make no further use whatsoever of the Data or any material derived from the Data or its activities under this agreement.

 

7.2 In the event that the Licensee fails to comply with clause 7.1(c), RalaTeam shall be entitled to send appropriately qualified personnel to the Licensee's location for the purpose of permanently erasing the Data from the Licensee’s computer system and the Licensee hereby duly authorises such personnel's entry to its premises to do so.

 

7.3 Notwithstanding the termination of this agreement for whatever reason, the terms set out in clauses 5, 6, 7 and 9 shall survive such termination.

8.1 RalaTeam shall be entitled to assign, licence or otherwise dispose of the whole or any part of the rights granted under this agreement to any person whatsoever.

 

8.2 The Licensee shall not assign, licence or otherwise dispose of the whole or any part of the rights granted under this agreement.

9.1 The Licensee will treat all Confidential Information as strictly confidential and shall:

 

(a) treat the Confidential Information with no less a degree of care and apply at least the same security measures in respect of the Confidential Information as it uses to protect its own confidential information and in any event to treat it with at least a reasonable degree of care and maintain reasonable security measures against theft, and unauthorised access or use of the Confidential Information;

 

(b) not make any copies of any Confidential Information without RalaTeam's prior written consent;

 

(c) not copy or store the Confidential Information electronically on any externally accessible computers or electronic devices;

 

(d) ensure that the Confidential Information is held only at the Licensee's usual place of business and is not transferred to or accessed from any other location;

 

(e) immediately notify RalaTeam if it becomes aware or suspects any use, copying or disclosure of any Confidential Information in breach of the Licensee's obligations under this agreement and shall promptly take such steps as RalaTeam reasonably requires in respect of such breaches.

 

(f) not itself make use of any Confidential Information for a purpose other than for the Permitted Purpose; 

 

(g) not disclose Confidential Information to any person (other than in accordance with clause 9.2 or otherwise under this agreement).

 

9.2 The Licensee may disclose Confidential Information to any of its directors or employees to the extent that disclosure is necessary for the purposes of this agreement provided that the Licensee will ensure that any such directors or employees are made aware of and comply with the Licensee's confidentiality obligations under this clause and shall procure their compliance with it and be responsible for any breaches by them.

 

9.3 This agreement imposes no obligation on RalaTeam to exchange Confidential Information. Nor shall it restrict the use, copying or disclosure by a party of its own confidential information.

10.1 Nothing in this agreement and no action taken by the parties under this agreement shall create or be deemed to create a partnership or establish the relationship of principal and agent or any other fiduciary relationship between the parties and no party shall have the right to obligate or bind the other in any manner whatsoever.

 

10.2 This agreement constitutes the entire agreement and understanding between the parties and supersedes any previous agreement, arrangement or understanding (whether oral or written) between the parties relating to the subject matter of this agreement.

 

10.3 The parties agree that in entering into this agreement it has not entered into this agreement in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) except as expressly set out in this agreement.  The only remedy available to either party shall be for breach of contract. Nothing in this clause, however, shall exclude any liability on the part of either party for fraud or fraudulent misrepresentation.

 

10.4 No delay, indulgence or omission in exercising any right, power or remedy provided by this agreement or by law shall operate to impair or be construed as a waiver of such right, power or remedy or of any other right, power or remedy.  

 

10.5 No single or partial exercise or non-exercise of any right, power or remedy provided by this agreement or by law shall preclude any other or further exercise of such right, power or remedy or of any other right, power or remedy.

 

10.6 If any provision of this agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair:

 

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or

 

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement.

 

10.7 No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties

 

10.8 No person who is not a party to this agreement shall have any right to enforce this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

10.9 This agreement and any matters arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.