Defined Terms In the Agreement and these terms and conditions: “Agreement” means the contract or contracts for the sale of the Goods entered into between the Seller and the Buyer of which any quotation and these terms and conditions and any Buyer’s order if accepted by the Seller form part; “the Buyer” means the person who is to buy the Goods referred to in the Agreement; “the Goods” means any item which is to be sold by the Seller pursuant to the Agreement; “the Price” means the total sum (exclusive of value added tax) payable by the Buyer to the Seller referred to in the Agreement; “the Reseller” means any Buyer who buys the Goods referred to in the Agreement for the purpose of their resale; “the Seller” means Foster Coldstores The headings are included for convenience only and shall not affect the interpretation or construction of these terms and conditions. In the Agreement, unless the context requires otherwise, any reference to: (a) a “party” or “the parties” is to a party or the parties (as the case may be) to the Agreement; (b) a Condition is to a condition of these terms and conditions; (c) a statute or statutory provision includes any consolidation or re-enactment of the same and any subordinate legislation in force under the same from time to time; (d) the masculine, feminine or neuter gender respectively includes the other genders, references to the singular include the plural (and vice versa) and references to persons include firms, corporations and unincorporated associations.
INTELLECTUAL PROPERTY RIGHTS
All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or intellectual property disclosed or otherwise provided to Buyer by Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of Seller and will be kept confidential by Buyer in accordance with these Terms. Buyer has no claim to, nor ownership interest in, any Intellectual Property, and such information, in whatever form and any copies thereof, shall be promptly returned to Seller upon request from Seller. Buyer acknowledges that no license or rights of any sort are granted to Buyer hereunder in respect of any Intellectual Property, other than the limited right to use Seller’s Products or receive the Services purchased from Seller.
Buyer shall not use, directly or indirectly, in whole or in part, Seller’s name, or any other trademark or trade name that is now or may hereafter be owned by Seller (collectively the “Trademarks”), as part of Buyer’s corporate or business name, or in any way in connection with Buyer’s business, except in a manner and to the extent authorized herein or otherwise approved by Seller in writing. Buyer hereby acknowledges Seller’ ownership of the Trademarks and the goodwill associated therewith. Buyer shall not infringe upon, harm or contest the validity of any Trademarks. Buyer shall be entitled to use the Trademarks only in connection with the promotion or sale of the Authorized Products pursuant to the terms of the Agreement. Buyer shall reproduce the Trademarks exactly as specified by Seller. Buyer shall not use the Trademarks in combination with any other trademarks or names. Buyer agrees that it will not register or attempt to register any Trademark or any colorable imitation thereof (including any non-English language variation thereof), or use such Trademarks for any products or for any purposes other than those set forth in the Agreement. Buyer shall not at any time during or after termination of the Agreement use in its business any other trademark that is similar to or in any way resembles the Trademarks so as to be likely to cause deception or confusion with the Trademarks. Buyer shall provide reasonable cooperation to Seller with respect to any efforts of Seller to protect, defend or enforce its rights to the Trademarks. Should Buyer cease being an authorized customer of Seller for any reason, Buyer shall immediately discontinue any formerly permitted use of Seller’ name or the Trademarks.
If the Goods include or consist of software developed, owned or licensed by Seller (“Software”), the use of the Software is subject to the software license agreement provided by Seller or accompanying or contained in the Product (the “SLA”). In the event of a conflict between and the SLA and these Terms, the SLA will take precedence. In the event of a conflict between the terms contained in this section (the “Software Terms”) and terms contained elsewhere in these Terms, the Software Terms will take precedence.
RESELLER SPECIFIC TERMS
ONLINE MARKETING AND BRANDING GUIDELINES FOR AUTHORISED FOSTER COLDSTORES RESELLERS
Foster Coldstores Resellers shall follow the guidelines and toolkit with regards to the online marketing of Foster Coldstores products. Resellers shall use their best endeavours to represent the Foster Coldstores brand online. All Resellers shall be fully in accordance with legal requirements and Foster Coldstores’s own commercial guidelines.
The Reseller shall: (a) provide on its electronic platform the geographical address and opening hours of its offices; (b) ensure that it provides on its electronic platform the phone number, fax number and e-mail address at which it can be reached during business hours; (c) provide adequate technical information regarding Foster Coldstores products that it offers for sale; (d) put in place and provide on its electronic platform a hotline which customers can call during business hours if they have questions about Foster Coldstores products, their technical qualities, the Reseller’s customer support services, return policy or any applicable warranties, existing or proposed orders; (e) confirm electronically the registration of any order and any payment by the customer; and (f) ensure that, from the time an order is registered through the webpage of the Reseller (or by alternative appropriate means) and confirmed electronically by the Reseller, the agreed maximum number of working days for delivery will not be exceeded. 20.2 The Reseller’s electronic platform shall comply with such further online sales guidelines that Foster Coldstores may provide from time to time. 20.3 Foster Coldstores will have the right to require the Reseller to implement any changes that Foster Coldstores deems necessary to the webpage(s) on a Resellers’ electronic platform on which it markets and sells Foster Coldstores products.
Promoting the Foster Coldstores brand requires a consistent, network-wide approach to online branding: (a) Any content, branding, domain or trademark usage that Foster Coldstores deems to be unacceptable; and (b) Any failure by a Reseller to maintain Foster Coldstores brand standards more generally and/or to perform its obligations as specified in these terms and conditions; may result in legal intervention and the possible termination of a Reseller’s account.
DOMAIN NAME GUIDANCE
The domain name of a Reseller should not mislead the customer into believing that they are viewing the Foster Coldstores website. The following guidance is applicable for domains registered after 31st December 2011: 22.2 The official Foster Coldstores domain name is www.fostercoldstores.com, (and associated derivatives). Any domain names that are considered to be an imitation of these domains may result in termination of the Reseller’s account. In the example of Foster Coldstores, domain names that would be considered to be inappropriate include, but are not limited to: (a) Any domain containing the wording of Foster Coldstores brand names (b) Any domain containing additional characters or punctuation whilst incorporating the Seller’s brand names eg. ‘fostercoldstores’ or ‘fostercoldrooms’ (c) Any domain whereby it could be interpreted as being an official Foster Coldstores domain 22.3 To ensure domains do not contravene Foster Coldstores’s guidelines, please contact the Marketing Department for helpful advice on 01553 698275 or email email@example.com for approval before purchasing a domain name to which these terms may apply.
The Foster Coldstores website contains material which is owned by or licensed to Foster Coldstores. This material includes, but is not limited to, the design layout, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. All trademarks reproduced on the Foster Coldstores website, which are not the property of, or licensed to the operator, are to be acknowledged on the site. Resellers must not commercially exploit any of the content sourced from Foster Coldstores websites (and associated derivatives) and Resellers must likewise acknowledge our respective trademarks and trade names and not use them in any capacity. The copyright and all other rights of all the material on and relating to the Foster Coldstores website, remains the property of Foster Coldstores; copying, modifying or transmitting the material found on the website is strictly prohibited except with prior written permission from us.
When property of Foster Coldstores is referenced on a Reseller website, it must be clear that it is Foster Coldstores owned material, with no claim being made that it belongs to the Reseller. The Reseller should only refer to itself by company name and not explicitly or implicitly claim to be Foster Coldstores in any form.
The integrity of the Foster Coldstores logos should always be maintained, regardless of the medium being used. Resellers should in no way attempt to separate, distort or reposition in any way the name-style of Foster Coldstores logos The use of Foster Coldstores branding is not permitted without express written permission from the Seller. This includes any Foster Coldstores design, layout, look, appearance and graphics, logos, awards, literature, product images etc. If the Foster Coldstores logo is to be accompanied by a strapline, only the approved version contained within Foster Coldstores brand guidelines shall be permitted. In the above case the Seller logo shall be seen clearly as being accompanied by the ‘Authorised Dealer’ text. In cases where the Reseller uses the Foster Coldstores logo as their choice for branding, the domain name (selected in accordance with the Foster Coldstores Domain Name Guidelines found above) should be visible within the header section. In both cases, the overall branding is clearly different from the official Foster Coldstores websites. Templates with examples of what Foster Coldstores considers to be acceptable branding are available on request by contacting 01553 698275 or by emailing firstname.lastname@example.org
Foster Coldstores reserves the right to terminate for convenience and without any liability the distributorship relation with, and the authorization to resell and advertise Foster Coldstores products of any Reseller, by providing a 30 day prior written notice. For the sake of clarity, article 15 of the Standard Terms and Conditions of Sale shall apply to all Resellers.