Terms and Conditions of Europierce Worldwide Ltd, (hereinafter called Europierce)

Terms and Conditions of Europierce Worldwide Ltd,

(hereinafter called Europierce)

General

These Terms and Conditions of Sale shall apply and shall take precedence over Buyer's additional or different terms and conditions. Buyer's purchase of our products hereunder represents acceptance of these Terms and Conditions of Sale and any attachments, which together constitute the entire understanding between the parties and supersede any previous communications, representations or agreements by either party whether oral or written. No change or modification of any of the Terms and Conditions of Sale shall be valid or binding on either party unless in writing and signed by one authorised representative of each party.

Orders

All orders become legally effective with the written order acknowledgement of Europierce, and in the absence thereof upon acceptance of delivery at the latest.

Information appearing in catalogues, brochures etc. or qualities of a sample such as colour, condition or measures will be binding only when explicitely referenced to in the order acknowledgement.

Payment

Unless agreed otherwise, payments up to £250, or its equvalent in Euro, may be made on-line by Credit/Debit Card for Buyers in those countries authorised to pay in this way by Europierce..

Unless agreed otherwise, all other payments and those exceeding £250, or its equivalent in Euro shall be made in advance, by means of a BankTranfer to Eurpierce's Sterling Account or to Europierce's Euro Account as appropriate. Europierce bank account details will be passed to Buyer on confirmation of order.

Payment is deemed effected when Europierce may freely dispose of the funds at its seat.

In case of payment in a freely convertible currency other than the invoice currency, the exchange risk and all related charges shall be borne by the Buyer. All bank charges shall also be borne by Buyer.

Europierce reserves the right to change payment terms or to discontinue performance under any agreement with Buyer at any time, when in Europierce's opinion Buyers financial condition or previous payment record so warrants.

Prices

Unless agreed otherwise, all prices are shown net in Pounds Sterling (GB Pounds) and are quoted ex works. All prices charged are subject to the price list in effect on the date of delivery and are invoiced in Pounds Sterling.

Deliveries

All despatches will be made as soon as possible after the receipt of order and clearance of payment.

However, delivery dates are subject to availability schedule. The delivery period begins with the date of the order acknowledgement. Europierce shall not be liable for its failure to meet delivery dates as indicated on the order acknowledgement or on the delivery schedule. Partial delivery is permitted and may be invoiced. Europierce will inform Buyer of any delays in delivery, and will provide a non-bindable delivery forecast for all goods that cannot be despatched immediately.

Europierce shall not be liable for any delay in performance hereunder due to unforeseen circumstances or due to causes beyond Europierce's control, including, but not limited to force majeure, acts of government, military conflicts, delays in transportation or customs formalities, transport damage, energy shortages or labour disputes, and delays in delivery or inability to deliver by Europierce's suppliers.

Should the dispatch of goods ready for shipment be delayed by circumstances beyond the control of Europierce or for reasons attributable to Buyer, Europierce may have the goods stored at the risk and the expense of Buyer. Upon such action delivery and acceptance shall be deemed to have taken place, and payment becomes due accordingly.

Deviations in quantities, dimensions, weights and product qualities are permissible as communicated for the individual product groups, e. g. on price lists.

Warranty

The goods are warranted against defects in materials and workmanship.

Buyer has to thoroughly examine the deliveries without delay. In case of defects Buyer has to make a claim in written form (registered letter) within 7 days after receipt of mechandise, including a detailed description of the defect. Otherwise the delivery is approved.

In case of latent defects the warranty period is 6 months from delivery. Europierce will replace defective goods as acknowledged by Europierce with nondefective goods or grant by separate agreement a reasonable price reduction.

Warranty claims regarding third party supplied goods, other than for Swarovski crystals, are limited to the extent and insofar as the supplier honours these claims toward Europierce.

All warranty claims must be made by registered letter immediately upon discovery of the defect. The goods may only be returned upon prior approval and in accordance with the explicit instructions of Europierce.

The warranty set forth above is exclusive and no other warranty whether written or oral is expressed or implied. Europierce specifically disclaims the implied warranties of mechantibility and fitness for a particular purpose.

Liability

Europierces liability is limited to demage affecting the goods themselves.

In no event is Europierce liable for any other damages however based unless where liability is enforced by law in cases of wanton or gross negligence.

The burden of proof is with the Buyer.

Unauthorized modification or misuse, noncompliance with instructions or information provided, or any use outside environmental specifications discharges Europierce from any liability.

Retention of Title

Europierce shall retain ownership of all goods supplied until settlement in full of all accounts receivable has been made. Where goods supplied by Europierce are subjected to further processing, Europierce shall be deemed to have joint ownership of the new product, the share of ownership to be calculated by the relative value of the components incorporated.

The Buyer is entitled until further notice to resell the goods supplied or said products of further processing in the framework of his regular business activities under retention title for Europierce. Until the purchase price has been paid in full, the Buyer shall assign to Europierce all receivables to which the Buyer is entitled from any such resale up to the value of the goods supplied by Europierce. The Buyer is entitled and obliged until further notice to collect such assigned receivables. Europierce is entitled to inform the final purchaser of such assignment at any time.

Europierce is entitled to take possession of all goods subject to retention of ownership if the Buyer fails to meet his contractual obligations and in particular fails to treat goods concerned properly or is in default of payment of the purchase price. Returning the goods by Buyer or taking possession by Europierce does not constitute termination of the contract and does not release the Buyer from his contractual obligations, in particular to pay the purchase price in full.
Europierce shall retain ownership of all goods supplied until settlement in full of all accounts receivable has been made. Where goods supplied by Europierce are subjected to further processing, Europierce shall be deemed to have joint ownership of the new product, the share of ownership to be calculated by the relative value of the components incorporated. The Buyer is entitled until further notice to resell the goods supplied or said products of further processing in the framework of his regular business activities under retention title for Europierce. Until the purchase price has been paid in full, the Buyer shall assign to Swarovski all receivables to which the Buyer is entitled from any such resale up to the value of the goods supplied by Swarovski. The Buyer is entitled and obliged until further notice to collect such assigned receivables. Swarovski is entitled to inform the final purchaser of such assignment at any time. Swarovski is entitled to take possession of all goods subject to retention of ownership if the Buyer fails to meet his contractual obligations and in particular fails to treat goods concerned properly or is in default of payment of the purchase price. Returning the goods by Buyer or taking possession by Swarovski does not constitute termination of the contract and does not release the Buyer from his contractual obligations, in particular to pay the purchase price in full. shall retain ownership of all goods supplied until settlement in full of all accounts receivable has been made. Where goods supplied by Swarovski are subjected to further processing, Swarovski shall be deemed to have joint ownership of the new product, the share of ownership to be calculated by the relative value of the components incorporated. The Buyer is entitled until further notice to resell the goods supplied or said products of further processing in the framework of his regular business activities under retention title for Swarovski. Until the purchase price has been paid in full, the Buyer shall assign to Swarovski all receivables to which the Buyer is entitled from any such resale up to the value of the goods supplied by Swarovski. The Buyer is entitled and obliged until further notice to collect such assigned receivables. Swarovski is entitled to inform the final purchaser of such assignment at any time. Swarovski is entitled to take possession of all goods subject to retention of ownership if the Buyer fails to meet his contractual obligations and in particular fails to treat goods concerned properly or is in default of payment of the purchase price. Returning the goods by Buyer or taking possession by Swarovski does not constitute termination of the contract and does not release the Buyer from his contractual obligations, in particular to pay the purchase price in full.

Protection Rights

Buyer's use of trademarks applied to the goods or the packaging by Europierce is limited to solely identify the goods in their original packaging and condition.

Buyer agrees that no other use of Swarovski's trademarks by the Buyer is permitted. The use of Swarovski trademarks, names and logos for any publications or printed matter of any kind is only permitted following receipt of written approval from Swarovski.

The status of such marks as registered trademarks must be indicated by means of the ® sign. Europierce shall have no liability for any infringement of patents, copyrights, trademarks or other intellectual property rights resulting from compliance with Buyer's designs, specifications, or instructions, in which case Buyer shall defend or settle any such claim and indemnify and hold Europierce completely harmless.

All materials including technical data, specifications or drawings or any other data supplied as well as samples, brochures, catalogues, etc. will always remain the sole property of Swarovski under the protection of the relevant statutory provisions with regard to reproduction, imitation, competition etc. and must be treated confidentially and may not be copied or made accessible to any third party. These materials have to be returned, if the order is not placed with Europierce.

General Provisions

Buyer shall ensure that the provisions of Liability and Protection Rights above. are made binding on all subsequent purchasers.

This contract is subject to the law of the United Kingdom. In the event of any dispute arising out of the contract, the competent court in the United Kingdom, shall have jurisdiction, or - at the discretion of Europierce - the competent court at Buyer's place of business. Buyer may only assign rights and obligations hereunder with the written consent of Europierce. Buyer may only offset its claim or exercise a right of retention against Europierce's claim when its claim is undisputed or has been established by due process of law. Should any provision or provisions of this contract be void, the remaining provisions shall remain unaffected. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is herewith explicitely excluded.

Online sales

Special Terms and conditions

for the On-line sale of Swarovski Crystals

Scope of Application

The following Terms and Conditions govern the access to Europierce's on-line Swarovski Jewels sales platform (website), the on-line distribution of Swarovski Crystal Components and all transactions to which agreed via this platform. They are also valid for future business transactions with the Customer.

Unless otherwise provided for in these present Special Terms and Conditions, the General Terms and Conditions of Europierce shall apply to all business transactions of Europierce.

Availability

The on-line platform can normally be accessed 24 hours each day, seven days a week, except when the platform is under maintenance. However, we expressly reserve the right to restrict and interrupt accessibility without prior notice for maintenance and/or updating and troubleshooting measures.

Swarovski reserves the right to cease operation of the platform and/or bar access to the platform and/or effect a change of the system at any time without stating reasons thereto. Whenever such cessation is foreseen, as much notice as possible will be given to customers with notice given on the platform.

Security Standard

Prior to transmitting any statements, the Customer shall satisfy himself of the proper identification of the platform via the certificate of the web server used.

Europierce will issue the Customer his login details (login name and password). The customer undertakes to strictly observe security of these details, including but not limited to the obligation to ensure that only authorised employees gain possession of the password. Such authorised employees must be obliged by written agreement to use the password with care and keep it strictly confidential.

In the event that a Customer becomes aware that password data have been unprotected, have become known to unauthorised persons, or that unauthorised persons have entered his system, or when such circumstances are suspected, the Customer shall report the issues immediately to Europierce who will issue new details.

The Customer shall ensure through appropriate organisational measures that no unauthorised persons can access the Europierc's platform from his system.

The Customer is obliged to provide permanent and effective protection for the platform and all related information from being accessed by unauthorised persons. In particular, the Customer must make sure that a proper logout is carried out after each access of the platform. Print-outs shall be stored with due care and safeguarded against access by unauthorised persons; when disposed of, such print-outs must be destroyed in a manner that makes reconstruction impossible.

The Customer shall inform Europierce immediately of all events appearing to him to be out of the ordinary or atypical that point to a malfunction regarding access to the platform and/or to an attack or other security-related problems.

The Customer shall not take any measures to overcome security barriers of the platform in an attempt to gain access to content that is protected from his access. To the extent the Customer has gained access to data and content that is recognisably not meant to be open to him, he shall refrain from making any use of such data and content and shall inform Swarovski immediately of such access.

The Customer is fully liable for all damages resulting from any failure to comply with the above obligations.

Orders, formation of individual contracts

All product announcements on the platform are subject to further confirmation. They are only an invitation to make an offer ("invitatio ad offerendum"). A binding contract is concluded only when an order placed by a customer is confirmed by Europierce, or the goods delivered. Such order acceptance is decisive with respect to the extent of Europierce's delivery obligations.

Errors in transmission

If the content of a transmitted message as received by the recipient does not correspond to the intent of the transmitting Party, the relevant statutory provisions concerning avoidance on the ground of error shall apply unless the transmitting Party furnishes proof that the error in transmission was caused within the other Party's area of control.

A party's area of control comprises the entire local EDP network including the interfaces up to the transmission network, but excluding the transmission network itself.

Duty to furnish proof

Declarations by the Customer that have been transmitted using his password shall be deemed to have been made with the knowledge and intent of such Customer, unless he can furnish proof of a different course of events.

Both parties shall use appropriate measures to ensure that all declarations transmitted or received by their respective systems are stored immediately after such transmission or receipt together with the transmitted or received content in a way that makes subsequent changes impossible. Information thus stored shall be stored for a minimum time period of 7 years from storing in a form that allows such information to be rendered legible at any time within a reasonable period at the Party at which they are stored.

If the Customer can furnish proof that despite the use of his password the transmitted declaration has not been drawn up and/or transmitted with his knowledge and intent, he shall be liable to Europierce for all damages and expenses incurred to Europierce through the reliance of the latter on the due and proper authorisation of the transmitted declaration, unless the Customer furnishes proof that he is not at fault concerning the unauthorised use of such password.

Information offerings

The platform provides specific information offerings for use within the framework of the distribution of Swarovski Crystal Components. Such information may not be used by the Customer for other purposes, including but not limited to the distribution of products other than Swarovski Crystal Components.

As part of the above purpose the Customer may in a non-exclusive manner download and copy such information and make it available to the public, e.g. on his own website.

Information offerings in accordance with the paragraphs above are obtained by Europierce from third party providers. Europierce does not check the content. Its responsibility is limited to providing an appropriate selection of information providers. Use of the information offerings provided to the Customer free of charge is at the Customer's own risk. Any liability of Europierce for content errors is excluded, except in the case of fraudulent concealment of defectiveness.

Any copying of other contents from the platform is only admissible to the extent required for contractual use. Contractual use consists exclusively in the placing of orders. Any redistribution and making available to the public of such other content by the Customer is excluded.

On-line Liability

Access to the platform is at the Customer's own risk. The Customer shall notably be responsible for preparing at reasonable intervals backup copies of all data and applications of importance to it. Europierce shall not be liable for any data losses in connection with access to the platform.

In all other cases, any liability on Europierce's part for any damage caused by slight negligence is excluded.

In case of gross negligence Europierce's liability is limited to positive damage.

The aforementioned liability limitations shall apply to all claims for damages and irrespective of their legal cause. They shall notably apply also in the case of any claims for damages against employees or authorised persons of Europierce.

Europierce undertakes to strictly observe all obligations under data protection law with respect to personal data.

Any data transmitted may be used only within the scope of the contractual purpose as well as for those purposes for which the Customer has given its prior consent in written or electronic form.

Confidentiality

The Customer undertakes to treat as strictly confidential and not to make available to third parties all information which it obtains from the platform and which either is marked as confidential or from its nature must be regarded as confidential.

Third parties within the meaning of this provision are not those employees of the Customer who have to have knowledge of this information within the scope of contractual performance. Such employees shall be placed under an obligation by written agreement to observe corresponding confidentiality undertakings. This confidentiality undertaking shall apply beyond the end of the contractual relationship between the Parties for a period of five years. It shall not apply if confidential information

(i) has already been known to the Customer prior to obtaining it from Europierce, or
(ii) has been generally known through no fault on its part, or
(iii) was rightfully disclosed to it by another person not bound by a confidentiality undertaking, or
(iv) has been independently developed by the Customer, or
(v) has to be disclosed under statutory regulations, or
(vi) has been disclosed to the Customer by Europierce with exemption from this confidentiality undertaking.

Costs of the online transmission and IT infrastructure

Both Parties shall bear any and all costs in connection with their respective networks and the EDP infrastructure pertaining thereto as well as all costs arising from the transmission of declarations from their system.

Invoices

Europierce shall deliver to the Customer invoices in customary invoice form with VAT stated seperately.

Miscellaneous

The laws of the United Kingdom apply, in particular, the Sales of Goods Acts and Regulations.

The place of jurisdiction for all disputes arising from or in connection with the aforementioned online business activities conducted via the platform is Europierce's registered office. Both Parties may take judicial and extra judicial measures also at the general place of jurisdiction of the contractual partner.

Should any individual provisions of these Special Terms be invalid, the invalidity shall be restricted to such clause.