1.Interpretation
1.1Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Collection Location: Weleda’s premises at Etiquette Park, Manners Industrial Estate, Ilkeston, Derbyshire, DE7  8FU (sat nav DE7 8EF)or such other location as may be advised by Weleda.
Collection Time: 08:30 – 16:00 on a Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6.
Contract: the contract between Weleda and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Weleda.
Data Protection Legislation: all data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the retained version of the General Data Protection Regulation ((EU) 2016/679).
Delivery Location: the location set out in the Order or such other location as the parties may agree.
Force Majeure Event: an event or circumstance beyond a party's reasonable control including (without limitation) acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on the existence of the Force Majeure Event, or companies in the same group as that party), non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on the existence of the Force Majeure Event) and interruption or failure of utility service.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for the Goods, as submitted online via Weleda’s websales portals or offline by telephone, fax or EDI or as set out in the Customer's purchase order form, the Customer's written acceptance of Weleda's quotation, or overleaf, as the case may be.
Price List: the price list agreed in writing between the Customer and Weleda.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Weleda.
Weleda: Weleda (U.K.) Limited registered in England and Wales with company number 00203230.
1.2Interpretation:
1.2.1 A reference to:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision;
(c) any words following the terms including or include or any similar expression will be interpreted as illustrative and will not limit the sense of the words preceding those terms;
(d) writing or written includes email but not fax.
2. Basis of Contract
2.1 These Conditions apply in all circumstances when Weleda and the Customer are trading with each other in the course of their respective businesses.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.4 The Customer is responsible for checking Orders for any errors before submitting the Order.
2.5 An Order will only be deemed to be accepted when Weleda issues a written acceptance of the Order, at which point the Contract will come into existence.
2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.7 Any samples, descriptive matter or advertising produced by Weleda and any descriptions or illustrations contained in Weleda's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They will not form part of the Contract nor have any contractual force.
2.8 A quotation for the Goods given by Weleda will not constitute an offer. All quotations are subject to availability of and cost to Weleda of Goods and may be withdrawn or amended by Weleda at any time and are therefore non-binding.
2.9 If Weleda is unable to supply the Customer with the Goods ordered for any reason other than as set out in clause 2.10, Weleda will inform the Customer of this and will not process the Order. If the Customer has already paid for the Goods, Weleda will refund the Customer the full amount including any delivery costs charged as soon as possible.
2.10 In relation to offline Orders only, if the Goods ordered by the Customer are not in stock when the Customer submits its Order but further stocks of the ordered Goods are expected by Weleda within a reasonable period of time, Weleda will notify the Customer and keep the Customer’s Order on hold and when the Goods ordered become available, Weleda will supply the Goods. If Weleda notifies the Customer that Goods are not in stock, the Customer may cancel its Order within 48 hours of receipt of such notice without liability.
2.11 If Weleda requires the Customer to provide copies of any of the licences it holds in connection with the Customer’s purchase of the Goods, the Customer will provide the same promptly upon receipt of Weleda’s request.
3.Goods
3.1 The Goods are described in Weleda's catalogues, brochures and on Weleda’s website, as modified by any applicable Specification.
3.2 The images of the Goods on Weleda’s website are for illustrative purposes only. Weleda cannot guarantee that any particular computer's display of the colours accurately reflect the colour of the Goods. The colour of Goods received by the Customer may vary slightly from those images.
3.3 The packaging of Goods may vary from that shown on images on Weleda’s website and in Weleda's catalogues, brochures and other marketing materials.
3.4 Weleda reserves the right to amend the Goods and/or their Specification if required by any applicable statutory or regulatory requirement, and Weleda will notify the Customer in any such event. Notwithstanding any such change, the Customer must accept and pay for the Goods in accordance with these Conditions provided that Weleda has accepted the Customer’s Order before the change to the Specification takes effect.
3.5 Any advice or recommendations given by Weleda or its employees or agents relating to the suitability of the Goods is supplied in good faith but the Customer must satisfy itself that the Goods are suitable for the intended purpose.
3.6The Customer acknowledges and accepts that any Goods which are classified as “medicines” must not in any circumstances be sold outside of the UK since their respective registrations and licences with the Medicines and Healthcare products Regulatory Agency permit sales of such Goods in the UK only. The Customer will procure that all end customers for the Products comply with this clause 3.6 to the extent that the Goods are resold by such customers.
4. Delivery and Collection
4.1 It is the Customer’s responsibility to check that the Goods delivered/made available for collection by Weleda match the Goods ordered. Weleda will not be responsible for any liabilities, costs, expenses, damages or losses incurred by the Customer if the Customer does not check the Goods in this way. In the event of an inconsistency between the Goods (as ordered) and the goods actually delivered/collected (e.g. the wrong products are delivered or made available for collection), the Customer will notify Weleda immediately on discovery (and in any event within 2 Business Days of delivery) and Weleda will contact the Customer to arrange re-delivery/collection of the Goods as soon as reasonably practicable following notification of the inconsistency. The incorrect goods will be collected by or returned to Weleda (at Weleda’s option) at Weleda’s cost and the Customer will co-operate with Weleda in this respect.
4.2 Weleda reserves the right at any time to refuse to make delivery of the Goods or make the Goods available for collection (as the case may be) if in its sole opinion the transport, storage or offloading facilities proposed by the Customer are unsafe or inadequate for the Goods. All reasonable costs incurred by Weleda in attempting to make delivery in these circumstances will be for the account of the Customer. Delivery of the Goods by Weleda or Weleda’s agent for such delivery will in no way constitute a commitment or representation by Weleda as to the suitability of the Buyer’s storage or offloading facilities.
4.3 If Weleda has agreed to deliver the Goods to the Customer:
4.3.1 Weleda will deliver the Goods to the Delivery Location at any time after Weleda notifies the Customer that the Goods are ready. Weleda’s nominated courier will contact the Customer with an estimated delivery date;
4.3.2 Weleda will use reasonable endeavours to follow the Customer’s booking-in process as notified to Weleda;
4.3.3 the risk in the Goods will pass to the Customer on completion of delivery;
4.3.4 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4 If Weleda has agreed that the Customer may collect the Goods:
4.4.1 the Customer will collect the Goods from the Collection Location within 5 Business Days of Weleda notifying the Customer that the Goods are ready for collection within the Collection Time;
4.4.2 the risk in the Goods will pass to the Customer on collection; and
4.4.3 collection is completed on the completion of loading of the Goods at the Collection Location.
4.5 Any dates quoted for delivery/collection are approximate only, and the time of delivery is not of the essence. Weleda will not be liable for any delay in delivery of the Goods or making the Goods available for collection that is caused by a Force Majeure Event or the Customer's failure to provide Weleda with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 The Customer will not be liable for the price of and Weleda will refund any amount paid in respect of Goods which Weleda fails to deliver or make available for collection. Subject only to clause 9.2 but notwithstanding any other provision of these Conditions or the Contract, Weleda’s further liability in respect of such failure will be limited to the lesser of the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality at the cheapest price available and 10% of the price of the Goods (excluding the costs and charges listed in clause 8.4) in respect of which such failure occurred. However, Weleda will have no liability for any failure to deliver Goods or make Goods available for collection to the extent that such failure is caused by a Force Majeure Event or any breach or failure by the Customer.
4.7 If the Customer fails to take or accept delivery of the Goods within 3 Business Days of Weleda notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Weleda's failure to comply with its obligations under the Contract in respect of the Goods:
4.7.1 delivery/collection of the Goods will be deemed to have been completed at 9.00 am on the third Business Day after the day on which Weleda notified the Customer that the Goods were ready; and
4.7.2 Weleda will store the Goods until delivery/collection takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If 10 Business Days after the day on which Weleda notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, Weleda may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 Weleda may deliver the Goods or make the Goods available for collection by instalments, which will be invoiced and paid for separately. Each instalment will constitute a separate contract. Any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment.
4.10 Subject to clause 4.11, Weleda may at its discretion agree to deliver products to addresses outside of the United Kingdom. However, there are restrictions on some products for certain international delivery destinations and it is the Customer’s responsibility to ascertain information about the existence and applicability of such restrictions. If the Customer order products for delivery outside of the United Kingdom, that order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Weleda has no control over these charges and cannot predict their amount. The Customer will be responsible for payment of any such import duties and taxes. The Customer must comply with all applicable laws and regulations of the country for which the products are destined. Weleda will not be liable or responsible if the Customer breaks any such law.
4.11 If Weleda has agreed to deliver the Goods to an address outside of the United Kingdom and the Goods are classified as “medicine” in the country of delivery, Weleda will use reasonable endeavours to ensure that the Customer holds all necessary licences to import and distribute such Goods.
4.12 If the Customer wishes to change a pre-agreed delivery/collection date or time the Customer must give Weleda 24 hours’ notice. The Customer will be required to pay Weleda’s costs in connection with such a request including storage and re-delivery costs.
5. Quality
5.1 Unless otherwise agreed with the Customer in writing, Weleda warrants that on delivery, the Goods will:
5.1.1 conform in all material respects with their description and any applicable Specification; and
5.1.2 have a minimum shelf life of 6 months running from the date of dispatch from Weleda’s premises or from the date of collection by the Customer (as the case may be).
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to Weleda within 2 Business Days of delivery or collection (provided that notice is given to Weleda within 24 hours’ of discovery) (and within 24 hours’ of delivery or collection if the alleged defect is apparent on visual inspection) that some or all of the Goods do not comply with clause 5.1;
5.2.2 Weleda is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by Weleda) returns such Goods to Weleda's place of business at the Customer's cost,
Weleda will replace any Goods it agrees are defective Goods, or refund the price of the defective Goods in full by way of credit to the Customer’s account or if the Customer doesn’t have an account with Weleda, to the original method of payment.
5.3 Weleda will not be liable for the Goods' failure to comply with clause 5.1 if:
5.3.1the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow Weleda's oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;
5.3.3 the Customer alters such Goods without the written consent of Weleda;
5.3.4 the defect arises as a result of wilful damage, negligence or abnormal storage conditions; or
5.3.5 the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Weleda will have no liability to the Customer in respect of the Goods' failure to comply with clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions will apply to any replacement Goods supplied by Weleda.
6. Intellectual Property
6.1 The Customer will not receive rights in any Intellectual Property Rights in the Goods by virtue of the Contract save for a non-exclusive, non-transferable, royalty-free licence to use and resell (subject to clause 7) the Goods for the purposes of its business.
6.2 The Customer will not use “Weleda” as a keyword in any pay-per-click campaign, AdWords or any other online marketing or advertising tool.
7. Title
7.1 Title to the Goods will not pass to the Customer until the earlier of:
7.1.1 Weleda receiving payment in full (in cash or cleared funds) for the Goods and any other goods that Weleda has supplied to the Customer in respect of which payment has become due, in which case title to the Goods will pass at the time of payment of all such sums; and
7.1.2 the Customer reselling the Goods, in which case title to the Goods will pass to the Customer at the time specified in clause 7.3.
7.2 Until title to the Goods has passed to the Customer, the Customer will:
7.2.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Weleda's property;
7.2.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.2.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.2.4 notify Weleda immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
7.2.5 give Weleda such information as Weleda may reasonably require from time to time relating to:
(a)the Goods; and
(b)the ongoing financial position of the Customer.
7.3 Subject to clause 7.4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Weleda receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.3.1 it does so as principal and not as Weleda’s agent; and
7.3.2 title to the Goods will pass from Weleda to the Customer immediately before the time at which resale by the Customer occurs.
7.4 At any time before title to the Goods passes to the Customer, Weleda may:
7.4.1 by notice in writing, terminate the Customer's right under clause 7.3 to resell the Goods or use them in the ordinary course of its business; and
7.4.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. Price and Payment
8.1 For offline orders, the price of the Goods will be the price set out in the Price List and confirmed in Weleda’s written acceptance of the Customer’s Order.
8.2 For online orders, the prices of the Goods will be the price set out in the Price List and as quoted on Weleda’s website at the time the Customer submits its Order.
8.3 Weleda sells a large number of Goods through its website. It is always possible that, despite Weleda’s reasonable efforts, some of the Goods on Weleda’s website may be incorrectly priced. If Weleda discovers an error in the price of the Goods the Customer has ordered Weleda will contact the Customer to inform the Customer of this error and Weleda will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Order. Weleda will not process the Customer’s Order until it has the Customer’s instructions. If Weleda is unable to contact the Customer using the contact details provided during the order process, Weleda will treat the Order as cancelled and notify the Customer. If Weleda mistakenly accepts and processes the Customer’s Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, Weleda may cancel supply of the Goods and refund the Customer any sums paid.
8.4 The price of the Goods excludes:
8.4.1 amounts in respect of value added tax (VAT), which the Customer will additionally be liable to pay to Weleda at the prevailing rate, subject to the receipt of a valid VAT invoice;
8.4.2 all applicable consular charges, stamp duties, export or import duties, purchase tax or similar fiscal demands (UK or otherwise), bank charges and interest charges; and
8.4.3 where Weleda has accepted responsibility for delivery of the Goods, the costs and charges of packaging, insurance and transport of the Goods, which will be invoiced to the Customer. In the case of online Orders, the charges referred to in this clause 8.4.3 will be as advised to the Customer during the online check-out process, before the Customer confirms its Order.
8.5 For offline orders, Weleda may invoice the Customer for the Goods on or at any time after the completion of delivery or collection (as the case may be). The Customer will pay each invoice submitted by Weleda within 30 days of the date of the invoice or in accordance with any credit terms agreed by Weleda and confirmed in writing to the Customer and in full and in cleared funds to a bank account nominated in writing by Weleda.
8.6 In relation to offline orders, notwithstanding clause 8.5, Weleda reserves the right to request upfront advance payment in full and in cleared funds to a bank account nominated in writing by Weleda.
8.7 Online orders must be paid for online at the time the Order is submitted. The accepted methods of payment are set out on Weleda’s website.
8.8 Time for payment will be of the essence of the Contract.
8.9 If the Customer fails to make a payment due to Weleda under the Contract by the due date, then, without limiting Weleda's remedies under clause 10, the Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.10 All amounts due under the Contract will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.11 No early settlement discount will apply unless stated on Weleda’s invoice.
9. Limitation of Liability
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.2.1 death or personal injury caused by negligence;
9.2.2 fraud or fraudulent misrepresentation;
9.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.2.4 defective products under the Consumer Protection Act 1987.
9.3 Subject to clause 9.2, Weleda's total liability to the Customer will not exceed the price of the Goods.
9.4 Subject to clause 9.2, the following types of loss are wholly excluded by Weleda:
9.4.1 loss of profits;
9.4.2 loss of sales or business;
9.4.3 loss of agreements or contracts;
9.4.4 loss of anticipated savings;
9.4.5 loss of use or corruption of software, data or information;
9.4.6 loss of or damage to goodwill; and
9.4.7 indirect or consequential loss.
9.5 This clause 9 will survive termination of the Contract.
10. Termination
10.1 Without limiting its other rights or remedies, Weleda may terminate this Contract with immediate effect by giving written notice to the Customer if:
10.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
10.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 Without limiting its other rights or remedies, Weleda may suspend provision of the Goods under the Contract or any other contract between the Customer and Weleda if the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or Weleda reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 Without limiting its other rights or remedies, Weleda may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract for any reason the Customer will immediately pay to Weleda all of Weleda's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Weleda will submit an invoice, which will be payable by the Customer immediately on receipt.
10.5 Termination or expiry of the Contract, however arising, will not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract will remain in full force and effect.
11. Data Protection
Each party will, at its own expense, ensure that it complies with and assists the other party to comply with all requirements of the Data Protection Legislation. Each party will ensure that it has all necessary consents and notices in place to enable the lawful transfer of personal data to the other for the purposes of each party fulfilling its obligations under the Contract. Neither party will use or disclose personal data provided to it by the other in connection with the Contract other than for the purpose of fulfilling the Contract.
12. General
12.1 Dispute resolution.
12.1.1 An Expert is a person appointed in accordance with this clause 12.1 to resolve any disagreement between the parties relating to whether the Goods comply with clause 5.1. Where under the Contract a party wishes to refer a matter to an Expert, the parties will first agree on the appointment of an independent Expert and agree with the Expert the terms of his appointment. If the parties are unable to agree on an Expert or the terms of the Expert's appointment within 7 days of either party serving details of a suggested expert on the other, either party will then be entitled to request the Centre for Effective Dispute Resolution (CEDR) to appoint a suitable and appropriate Expert with the required expertise. The Expert is required to prepare a written decision including reasons and give notice of the decision to the parties within a maximum of 3 months of the matter being referred to the Expert. If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required, then either party may apply to CEDR to discharge the Expert and to appoint a replacement Expert with the required expertise and this clause 12.1 will apply to the new Expert as if they were the first Expert appointed. Each party will with reasonable promptness supply each other with all information and give each other access to all documents, personnel and things as the other party may reasonably require to make submissions to the Expert. The Expert will act as an expert and not as an arbitrator. The Expert will determine the matters referred to the Expert under the Contract. The Expert's written decision on the matters referred to the Expert will be final and binding on the parties in the absence of manifest error or fraud. All matters concerning the process and result of the determination by the Expert will be kept confidential among the parties and the Expert. Each party will act reasonably and co-operate to give effect to the provisions of this clause 12.1 and otherwise do nothing to hinder or prevent the Expert from reaching their determination. The Expert and CEDR will have no liability to the parties for any act or omission in relation to this appointment, save in the case of bad faith.
12.1.2 If any other dispute arises in connection with the Contract or these Conditions, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party the dispute, referring the dispute to mediation. If there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within 14 days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice.
12.1.3 For the avoidance of doubt, clause 12.1 will not prevent Weleda from immediately initiating court proceedings to seek any interim relief (including injunctive relief) or take advantage of any applicable time limitation.
12.2 Force Majeure. Weleda will not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations will be extended accordingly.
12.3 Assignment and other dealings. Weleda may at any time 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 the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Weleda.
12.4 Confidentiality. Each party undertakes that it will not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 12.4. Each party may disclose the other party's confidential information (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party will use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. Each party will ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.4.
12.5 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.6 Variation. No variation of this Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.7 Waiver. Except as set out in clause 2.6, a waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
12.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.8 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.9 Notices. Any formal notice or communication given to a party under or in connection with the Contract will be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice will be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address and if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. This clause 12.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.10 Conflict. In the event of any conflict between any distribution agreement entered into between the parties and the Contract, the distribution agreement will take precedence to the extent required to resolve the conflict.
12.11 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.12 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by and construed in accordance with the law of England and Wales.
12.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.