In accessing or using the Coats Colour Express and Coats eComm electronic applications found at http://wcs.coatscolourexpress.com (each a “Coats Application”, collectively the “Coats Applications”), you and the entity you are authorized to represent ("Buyer") are deemed to have read and agreed to the following terms and conditions ("Terms and Conditions"), which cover both your use of the Coats Applications and any orders (including any sample or bulk orders) agreed between you and us in accordance with these Terms and Conditions (“Orders”). These Terms and Conditions shall commence and apply from the date that you first access or use the Coats Applications, irrespective of whether or not any Orders have been agreed.
- Terminology
The following terminology applies to these Terms and Conditions: “you” and “your” refers to the Buyer and the person accessing Coats Applications on behalf of the Buyer and accepting these Terms and Conditions on behalf of the Buyer. “We”, “our”, “ourselves” and "us", each refers to Coats and its group companies, divisions, subsidiaries and affiliates ("Seller"). Payment Gateway refers to the online payment gateway provided by Adyen B.V (“Payment Gateway”) and Prepayment Customers refers to customers making payments via the Payment Gateway (“Prepayment Customers”). Any use of the above terminology or other terms defined in these Terms and Conditions in the singular or plural, whether or not in capitalization and references to "he", "she" or "they", are taken as interchangeable and therefore as referring to same.
By placing an order through the Coats Applications, you are entering into an agreement with Coats Thread Germany GmBH, a company registered in Germany under Company Number HRB 701727 and having a place of business at Hüfinger Straße 28, 78199, Bräunlingen, Germany.
- Contract between You and Us
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These Terms and Conditions, our Website Terms and Conditions https://www.coats.com/en/Legal and the Privacy Policy published on our web site https://www.coats.com/en/Privacy-and-Cookie-Policy (collectively, the "Agreements"), tell you information about us and the legal terms and conditions on which we provide you with access to these Coats Applications and sell any of the products listed (the "Products") to you. The Agreements shall apply to any Orders concluded in accordance with Clause D below unless and to the extent that such Orders are governed by any other agreement between you and us which is expressly stated to override these Terms and Conditions.
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In the event of any inconsistency between these Terms and Conditions and any term of any of the other Agreements, such term of these Terms and Conditions shall prevail to the extent necessary to resolve the inconsistency.
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You confirm that you have authority to bind any entity or business on whose behalf you use these Coats Applications and/or on whose behalf you purchase Products using the Coats Applications.
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- Use of the Coats Applications
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You can use Coats Applications to save your basic information within your password-protected account.
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You can use Coats Applications to request thread product samples online by colour and quantity.
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You can use Coats Applications to place online orders with us. Prepayment customers may also use Coats Applications to access the Payment Gateway. However, any Orders only become binding on us following confirmation in accordance with Clause D below. Any pricing offers and payment terms you have in place with us may be displayed on Coats Applications but will be confirmed prior to payment.
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You can use the Coats Applications to track the status information of your Orders. Your Order status will be updated by us as and when necessary.
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You can use Coats Applications to access and print copies of any delivery notes associated with your Orders.
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You can use Coats Applications to view your outstanding invoices associated with your Orders.
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Your use of Coats Applications is governed by our Website https://www.coats.com/en/Legal and the https://www.coats.com/en/Privacy-and-Cookie-Policy published on our website.
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As the owner and manager of the Coats Applications, we have the right to regulate, supervise and manage the scope of operational activities performed by you in Coats Applications. Any aspect of the Coats Applications may be changed, supplemented, deleted or updated without notice, at our sole discretion. As we are not the owner of the Payment Gateway your online payment will be governed by the terms and conditions of Adyen B.V (“Adyen”) as the provider of the Payment Gateway. If you experience any issues with the Payment Gateway please contact your local Coats representative.
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The information on Coats Applications is provided on an "as is" basis. To the fullest extent permitted by law, we:
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exclude all representations and warranties relating to Coats Applications and its contents or which is or may be provided by us, including but not limited to accuracy, completeness, reliability or security in Coats Applications; and
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exclude all liability for damages arising out of or in connection with your use or inability to use Coats Applications. This includes, without limitation, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised us of the possibility of such potential loss) or business opportunity, loss of goodwill, loss of anticipated savings, loss or corruption of data and information, damage caused to your computer, computer software, systems and programs and the data therein, or any other indirect, consequential and incidental loss;
provided that nothing in these Terms and Conditions limits or excludes our liability for (i) death or personal injury caused by our negligence, or (ii) fraud or fraudulent misrepresentation.
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We do not warrant that the Coats Applications will operate uninterrupted or that they will be free from defects or errors that do not materially affect such performance. We shall not be liable to you for the availability of the Coats Applications.
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We reserve the right to change these Terms and Conditions from time to time as we see fit and your continued use of Coats Applications and/or the conclusion of any Orders will signify your acceptance of such changes. You are therefore advised to review these Terms and Conditions on a regular basis.
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- Ordering Procedure
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You can use Coats Applications to request and order Products from us. The Coats Applications allows you to check and amend any errors before submitting any such requests to us. Orders becomes binding on you when you ‘Submit’ your requests within the Coats Applications.
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We will acknowledge your request by email and:
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send an e-mail confirmation of our acceptance; or
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update your online order status on the Coats Applications;
(each a "Confirmation"). Following Confirmation of an Order, we will arrange for the Products within your Order to be delivered in accordance with the timescales set out in the Confirmation.
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Where you Order from a sample, you accept such sample is representative of the relevant Product(s) within your Order and may differ slightly as a result of the manufacturing process.
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Every time you request a Product from us, the Terms and Conditions in force at the time of the Confirmation shall apply to the relevant Order.
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You are responsible for the accuracy and completeness of the information of the request for Products submitted through Coats Applications. If there is any dispute arising from the contents of the Order or any other related transactional documents, the information on Coats Applications the Confirmation shall prevail.
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If the Coats Applications are unavailable at any time, in full or in part, please submit your order requests via your Coats commercial sales representative or your local Coats customer services team.
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- Terms applicable to Orders
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Each Order shall constitute a separate contract between you and us, incorporating the provisions of these Terms and Conditions. Unless expressly agreed otherwise in writing, these Terms and Conditions are the only terms and conditions upon which we shall supply the Products to you and shall apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply (for example, on any purchase order or other form). For Prepayment Customers, your payment shall be subject to the Payment Gateway terms and conditions in addition to these Terms and Conditions. Payment for the Products must be made in full in advance of delivery. If we do not receive payment, your Order will not be processed. By selecting the Manual Bank Transfer payment option, manual bank transfer customers (“MBT Customers”) will not be able to change their payment method or their Order. If you accidently select the Manual Bank Transfer option please contact your local Coats representative.
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The quantity and description of the Products for each Order shall be as set out in the Confirmation. All samples, drawings, descriptive and illustrative matter and advertising issued or published by us whether in catalogues, brochures, websites, other promotional material or otherwise are for the sole purpose of giving an approximate idea of the relevant Products.
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Any warranties or liabilities in respect of Products sold by sample shall be excluded to the fullest extent permissible by law.
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Delivery of each Order shall occur as communicated by us from time to time either by e-mail or checking your Order status within the Coats Applications. Delivery of the Products will not be of the essence of the Order.
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Where an Order is for collection by you, you shall collect the Products from our premises as notified to you in the relevant Confirmation and shall load them onto the collecting vehicle. You shall collect the Products during normal business hours within the period of time stipulated by your local market policy from the day on which we inform you that the Products are available for collection. For further details about the collection times applicable to your purchase, please contact your local Coats representative. Failure by you to collect the Products within such timescales shall be without prejudice to your obligation to pay us for the Products in accordance with the applicable payment terms. Delivery of the Products shall be deemed to occur at the time of collection (prior to loading). For the purposes of Clause E9 below, the Warranty Period shall commence at the time of collection (prior to loading) or, if earlier, on expiry of the period for collection specified in this Clause E5.
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Where an Order is for delivery by us, we shall deliver the Products to you at the address in the relevant Confirmation. Delivery of the Products shall be deemed to occur when they arrive at the delivery address.
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Whilst you may place an Order at any time, your Order will only be processed during normal business hours (9am – 5pm local time). If you submit your Order outside of normal business hours your Order will be processed the next business day. For the avoidance of doubt, if you submit your Order after 5pm on a Friday (local time), the earliest your Order will be processed is after 9am on the following Monday (excluding national holidays, in which case your Order will be processed on the next business day).
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Unless a cancellation right is expressly provided for in the Order Form, the Buyer shall not be entitled to cancel the Order for Products set out in the Order Form at any time after the date of this Agreement.
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We warrant to you that, during the Warranty Period, the Products shall conform to the general product description provided in all material respects. “Warranty Period” means the period starting on delivery of the Products and ending on the earlier of: (a) the time at which the relevant Product is incorporated into another product or used in a manufacturing process; or (b) the expiry of a period of 30 days from and including the date of delivery.
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If, at any time during the Warranty Period, you become aware of a breach of the warranty at Clause E9, you shall:
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give written notice of the breach to us, such notice to be given immediately but no later than 5 days after you become aware of the breach;
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at our option, either return to us (at our cost) the relevant Product or permit us or our agent or sub-contractor to inspect it at your premises; and
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provide to us all information and assistance which we may reasonably require to investigate the alleged breach.
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Subject to Clause E12, our only liability for breach of the warranty at Clause E9 shall be, at our option, to replace the relevant Product or refund the price paid in respect of the relevant Product or, if agreed by the parties, to reduce the price for the relevant Product by a sum which is equitable in the circumstances. If you have already received your Product and request a refund (in full or in part), you may be required by to return the Products to us in full working order before we will consider your refund request. For further details about the refund policy applicable to your purchase, please contact your local Coats representative.
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We shall not have any liability for a breach of the warranty at Clause E9 if or to the extent that:
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you do not comply with your obligations at Clause E10 in respect of the breach;
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the relevant defect was caused by damage in transit after Delivery;
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the relevant defect was caused or exacerbated by any use, handling, alteration, installation, repair, maintenance, storage or failure to comply with instructions provided with the Product by you or any of your officers, employees, agents, customers or sub-contractors;
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the Products have been incorporated into any other product; or
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you make further use of the relevant Product after discovering the relevant breach.
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Except as expressly set out in this Clause E, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from all Orders to the fullest extent permitted by law.
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Risk of damage to or loss of the Products shall pass to you on Delivery. Legal and beneficial ownership of the Products shall not pass to you until we have received in full in cleared funds all sums due in respect of the Products.
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Until ownership of the Products has passed to you, you shall:
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hold the Products on a fiduciary basis as our bailee;
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store the Products (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifiable as our property; and
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maintain the Products in the condition in which they were supplied.
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We shall be entitled to recover payment for the Products (including by way of court action) notwithstanding that ownership of any of the Products has not passed from us.
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You grant us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.
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Our rights contained in Clauses E14 to E17 shall survive expiry or termination of the relevant Order or the Agreements however arising.
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Nothing in any Order shall limit or exclude the liability of either party for:
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death or personal injury resulting from negligence;
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fraud or fraudulent misrepresentation;
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any liability to pay the price for any Products; or
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any liability which cannot be limited or excluded by applicable law.
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Subject to Clause E19, the total aggregate liability (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) of us arising out of or in connection with any loss or damage suffered by you under or in connection with an Order shall be limited to: (i) the total sums actually paid by you to us pursuant to that Order; or (ii) $100,000, whichever is the lower at the time the claim is made.
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Subject to Clause E19, neither party shall have any liability (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) under or in connection with any Order in respect of any: (i) indirect or consequential losses, damages, costs or expenses; (ii) loss of actual or anticipated profits; (iii) loss of contracts, loss of business or loss of opportunity; (iv) loss of use of money; (v) loss of anticipated savings; (vi) loss of revenue or ex gratia payments; (vii) loss of goodwill or reputation; (viii) loss of operation time; or (ix) loss of, damage to or corruption of, data (in each case, except (i), whether such losses are direct, indirect, consequential or otherwise, and, in each case, including (i) regardless of whether or not the party has been notified of the possibility of such loss, damage, cost or expense).
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Unless you are making payment via the Payment Gateway, we shall be entitled to invoice you for each Order as specified in the Confirmation. Payment for the Products to us shall be in accordance with these Terms and Conditions. For customers using the Payment Gateway, the Coats Applications shall set out the prices payable and you shall make payment immediately via the Payment Gateway. For MBT Customers, each invoice shall set out the prices payable and the due date for payment shall be as stated in the Coats Application at the point of order placement unless otherwise expressly agreed in writing.
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All prices are exclusive of carriage and delivery costs and shall be as shown in the Coats Applications which shall be payable by you in addition to the price.
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All prices and any other amounts paid or payable pursuant to any Order or these Terms and Conditions are exclusive of Sales Tax (if applicable). “Sales Tax” means any applicable national, federal, state and local sales, use, value added, services, goods and services, turnover, excise and other similar or corresponding taxes, fees and surcharges or equivalent indirect tax imposed in any other jurisdiction. If Sales Tax is so chargeable, you must pay to us or otherwise account for and pay to the relevant taxing authority (as the case may be) an amount equal to the Sales Tax chargeable in addition to the prices or such other amounts due, subject (where applicable) to receipt of a valid Sales Tax invoice from us for the amount of Sales Tax chargeable in addition.
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You shall (where applicable) account for acquisition Sales Tax in respect of the prices and comply with (and/or co-operate with us in connection therewith) any notifications, reporting and filing obligations related thereto.
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You shall pay all amounts due under any Order or these Terms and Conditions in full without any deduction or withholding except as required by law. Without limiting the foregoing, in the event that payment of any sums due to us from you becomes subject to any deduction or withholding in respect of or on account of tax, you shall pay to us such additional sum as may be required in order that the net amount actually received and retained by us (after such deduction or withholding has been made) shall be equal to the full amount that would have been received and retained by us had no such deduction or withholding been required to be made.
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You agree to pay (including pursuant to Clause E24), and to indemnify and hold us harmless from, any tax levied upon the purchase, provision, importation, exportation and/or delivery of the Products or provision of services related thereto and/or related to the performance of obligations or exercise of rights under any Order and/or these Terms and Conditions and you shall take all necessary steps to comply with and/or co-operate with us in respect of compliance with and/or completion of any administrative filing, record-keeping or reporting obligations in relation to the foregoing.
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For the avoidance of doubt, if, as a result of any assignment of its rights or obligations in accordance with these Terms and Conditions, you (including your assignees(s)) has an obligation to withhold or deduct any taxes on payments made to us which would not otherwise have been the case, you (including your assignees(s)) will pay to us such additional sum as shall ensure that we receive and retain a net sum equal to the full amount we would have received and retained in the absence of any such assignment.
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You shall pay us by any payment method reasonably stipulated by us. No payment shall be considered paid until it is received by us in cleared funds in full.
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If you are late in paying any part of any monies due pursuant to any Order, we may (without prejudice to any other right or remedy available whether under these Terms and Conditions, any other agreement between the parties or otherwise) do any or all of the following: (i) charge interest on the amount due but unpaid at a rate of 5% per annum from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; and/or (ii) suspend the performance of our obligations under these Terms and Conditions or any Orders until payment in full has been made.
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All amounts due under or in relation to any Orders shall be paid in full without any deduction or withholding other than as required by law and you shall not be entitled to assert any credit, set off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part.
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Termination of access to Coats Applications
You agree that we, at our sole discretion, may terminate or suspend your use of the Coats Applications at any time and for any reason. In addition, you agree that we shall not be liable to you or to any third party for any termination or suspension of your access to the Coats Applications.
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User Identity and password management
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You shall treat the user identity and its login password provided by us as confidential.
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You shall be responsible for the activities that occur under any use of your user identity and login password. This user identity and login password cannot be borrowed by or disclosed or transferred to a third party under any circumstances. We shall not be liable for any loss, liabilities or damages arising from the unauthorized access to the Coats Applications by any third party using your user identity and login password as a result of your failure to comply with any of your obligations under these Terms and Conditions.
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Where your login password has been lost or forgotten or stolen or you suspect or are aware of any unauthorized use of your user identity and login password, you must immediately contact our customer service officer for solution at http://www.coatsindustrial.com/en/contact.
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You should be aware that any user identity and its login password will expire automatically if such information has not been used to login to Coats Applications for a period of six consecutive (6) months.
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We will treat any request for Products submitted under your user identity as an authorized procurement offer from you to enter into an Order.
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Data protection
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All personal data submitted to us will be held in accordance with our responsibilities under the relevant Data Protection Laws, including and not limited to the General Data Protection Regulation.
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Our Privacy Policy set out at https://www.coats.com/en/Privacy-and-Cookie-Policy governs the use of personal data collected from or provided by you during your access or use of Coats Applications. If you give us any personal data about an individual, you agree and confirm that the person to whom the data relates has agreed that we may use such data for the purposes set out in this Agreement, including any necessary international transfers to countries outside the European Economic Area (EEA).
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You acknowledge and accept that we will use the e-mail address you provide as the primary method of communication with you. We recommend that you should regularly review the personal information you have supplied to us to ensure that your information is correct and up to date.
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We may pass your e-mail address and contact details to our third party suppliers and for the purpose of communicating with you in order to inform you of any new features which are developed concerning the use of the portal in order to fulfil our obligations under these Terms and Conditions.
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At any time, you may notify us by e-mail at privacy@coats.com that you would like us to delete the personal information we hold about you.
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Confidentiality
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Each party undertakes to keep confidential any Confidential Information relating to the other party which it obtains under or in connection with the Agreements or any Orders and not to use such information or disclose it to any other person, other than as permitted under this Clause I. “Confidential Information” means in relation to each party (which in respect of us, includes our affiliates), all information relating to the business and/or operations of that party (whether such information is disclosed in writing, orally, by visual presentation, by means of providing access to such information or otherwise) including any such information subsisting in any intellectual property rights of the relevant party or its affiliates, any such information which is commercially sensitive or price sensitive, and the provisions and subject matter of any Orders.
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We may disclose any Confidential Information which relates to you to our affiliates or any relevant directors, employees, advisers and agents of ours or our affiliates; or where necessary for the provision of the Products, any of our subcontractors, provided that such information is disclosed solely for the purposes of the Agreements or an Order and provided that we ensure that such recipient complies with confidentiality obligations which are no less onerous than those set out in this Clause I.
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Clause I1 shall not apply to the disclosure of Confidential Information with the prior written consent of the disclosing party or if and to the extent:
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required by applicable law, any competent regulatory authority or recognised stock exchange;
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any inform
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