1. General
1.1 These General Terms and Conditions (GTC) apply to the contract between FRANKE COFFEE SYSTEMS UK LIMITED, a company incorporated and registered in England and Wales with company number 06045354 whose registered office is at 6a Handley Page Way, Colney Street, St Albans, Hertfordshire, England, AL2 2DQ (hereinafter FRANKE) and the customer whose details are set out in the Order (Customer). The sale of products and additional services (if contractually agreed) by FRANKE is governed exclusively by the version of these GTC which is valid at the time of the respective order by Customer.
1.2 Supplementing services such as Consulting, Planning, Installation, Technical Support, Maintenance, Digital Services or any other services may be provided according to separate and specific business terms and conditions setting forth such specific commercial services.
1.3 Amendments and modifications to these GTC or a concluded contract will only be valid if they have been accepted by FRANKE in writing. Any general purchasing terms and conditions or contractual provision of the Customer are hereby expressly rejected and excluded.
1.4 The contract between FRANKE and the Customer for the sale and purchase of the Products and/or any Services (each as defined in clause 2.1 below) shall comprise of these GTC and an Order Confirmation (as defined in clause 2.1 below) (the contract), with each order placed by the Customer being a separate contract. The following order of precedence applies to the validity and interpretation in case of a conflict between the following documents: (1) Order Confirmation; (2) these GTC.
2. Offers
2.1 The offers and quotes of FRANKE are non-binding and subject to change, unless otherwise indicated in the quote. A purchase order placed by the Customer for any products or services (an Order) constitutes an offer by the Customer to purchase such products or services in accordance with these GTC. The Customer is responsible for ensuring that the Order is complete and accurate. References to Products and Services in these GTC are to the products and services (as applicable) set out in an Order which has been accepted by FRANKE. The Order shall only be deemed accepted (at which point a contract shall be concluded) when FRANKE confirms (either in writing or electronically) the Order and the installation date for any Products or delivery date for any Services (Order Confirmation). FRANKE may make changes to the Order Confirmation which are insignificant or otherwise with the Customer’s consent.
2.2 The illustrations, drawings as well as dimensional, weight and performance data from FRANKE's offers, brochures, price lists and catalogues are not binding, unless these have been expressly designated as binding.
2.3 Change, suspension or cancellation of unshipped orders requested by the Customer require the written consent of FRANKE. FRANKE may charge the Customer for costs incurred prior to the receipt of such notice and any storage fees. Suspension of an order cannot be made later than 1 month before the scheduled ship date and cannot exceed 3 months.
3. Credit check
3.1 The Customer acknowledges that FRANKE may carry out a credit check when the Customer is placing an order. The Customer consents to the processing of the relevant data with relevant third parties. FRANKE expressly reserves the right not to accept orders or demand advance payments if the credit assessment is unsatisfactory, at the full discretion of FRANKE at any time.
4. Prices
4.1 Prices, currency and rebates for the supplies are outlined in the sales quote or sales documentation by FRANKE, as may be amended by FRANKE. Unless otherwise stated, delivery costs shall be included in the sales quote, and any additional charges shall be borne by the Customer. Any resale prices referred to in its price list, catalogues or discount sheets are recommended prices only and not binding to Customer.
4.2 Unless otherwise stated, the price of the Products and/or Services excludes value added tax (VAT) which the Customer shall additionally be liable to pay to FRANKE at the prevailing rate, on receipt of a valid VAT invoice.
4.3 FRANKE reserves the right to adjust sales prices, rebates, discounts and product ranges with at least 30 days' prior notice before the changes become effective.
4.4 In the event FRANKE wants to increase price for an accepted order, but unshipped Product before delivery, the Customer has the right to cancel its order within one week of receiving notification of the price increase from FRANKE and before dispatch, otherwise the price increase is deemed to have been accepted.
5. Payments
5.1 FRANKE may invoice the Customer for the Products on or at any time after the Products are dispatched. Unless otherwise agreed, invoices are payable in full within 30 days of the invoice date in the currency stated in the invoice and with the standard payment method provided by FRANKE. Time for payment shall be of the essence.
5.2 If the Customer does not pay any outstanding invoice by the due date for payment, FRANKE may, at its sole discretion:
(a) suspend the delivery of Products and/or Services to the Customer, including withholding delivery in respect of Orders previously placed by the Customer and accepted by FRANKE, until payment has been made in full; or
(b) require advance payment until all amounts owed to FRANKE have been paid.
The exercise of this remedy by FRANKE does not prevent FRANKE from exercising other remedies available to FRANKE under this contract or at law.
5.3 FRANKE shall be entitled to charge the Customer default interest of 8% a year above the Bank of England base rate from time to time on amounts outstanding, from the due date until payment of the overdue sum.
5.4 All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Delivery
6.1 Risk in the Products shall pass to the Customer on completion of delivery of the Products, or upon attempted delivery of the Products where the Customer fails to accept such delivery as set out in clause 6.4.
6.2 In the case of international delivery outside the UK, the Customer assumes full responsibility for compliance with applicable laws and regulatory requirements. FRANKE shall be responsible for safe packaging in conformity with transportation regulations and good commercial practices. In the case of international delivery outside the UK, delivery is FCA (FRANKE location, Incoterms 2020), unless otherwise agreed and stated in the order confirmation.
6.3 Partial deliveries and deliveries in instalments are permissible and can be invoiced separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. Delivery before a confirmed delivery date is permissible, unless otherwise agreed.
6.4 Delivery and service dates are estimates unless FRANKE expressly agrees in writing to a fixed date or schedule. FRANKE will use commercially reasonable efforts to meet delivery and service date estimates but time shall not be of the essence. All delivery and service dates are conditioned on FRANKE's timely receipt of all necessary information and the Customer preparatory work, and, if prepayment is agreed, on the receipt of such prepayment in full. FRANKE shall not be liable for any delay in delivery of the Products and/or Services that is caused by the Customer's failure to provide FRANKE with adequate instructions that are relevant to the supply or delivery of the Products and/or Services.
6.5 If the Customer causes a delay in delivery of the Products, FRANKE will store and handle all items at the Customer's risk until actual delivery takes place, and will invoice the Customer for all related costs and expenses (including the unpaid portion of the contract price, plus applicable storage, insurance, and handling charges).
6.6 If, twenty Business Days after the day on which FRANKE notified the Customer that the Products were ready for delivery, the Customer has not accepted actual delivery of them, FRANKE may resell the Products.
7. Inspection of products
7.1 The Customer shall inspect the delivery of Products immediately, and in any event within 2 calendar days from receipt, and shall notify FRANKE in writing of any visible transport damage (to the extent FRANKE is responsible for shipment according to the applicable delivery terms) or error in quantities. If the Customer fails to do so in accordance with this clause, the delivery shall be deemed to be accepted and respective claims are forfeited.
8. Returns
8.1 Customer has no right to refuse and return a conforming product. Exceptions are at the discretion of FRANKE.
9. Services
9.1 Any product-specific ancillary Services, including the installation, commissioning or assembly of a Product are not provided by FRANKE, unless specified in the Order Confirmation. Any such Services shall be provided on a time and material basis at the then prevailing rates, unless otherwise specified in the Order Confirmation.
9.2 Where FRANKE requires access to the Customer’s site to install the Products or provide the Services, the Customer shall ensure and procure all necessary access required to the Customer’s site by FRANKE, its employees, agents and subcontractors and the required customer-side construction services in order to provide such Services.
9.3 FRANKE warrants that contractually agreed Services will be performed in a workmanlike manner in conformity with standard industry practice. Should any nonconformity be detected within 30 days after the work is completed and the Customer gives FRANKE prompt written notification, FRANKE will supply the necessary service, direction, or consultation to correct the nonconformity.
9.4 FRANKE may engage third party service providers (e.g. for installation) as independent contractors. FRANKE does not assume any responsibility or liability in relation to independent contractors. FRANKE may call in third parties (subcontractors, carriers, etc.) or employees of such third parties to fulfil its obligations as FRANKE subcontractors.
9.5 If the Customer wishes to use Services relating to FRANKE Digital Services, it undertakes to conclude the corresponding product-specific contracts, in particular but not exclusively, the Terms of Service and End User License Terms with FRANKE (as applicable).
10. Retention of title
10.1 FRANKE remains the owner of the Products delivered by it until receipt by FRANKE of the full payments in accordance with the Order Confirmation.
10.2 Until title to the Products has passed to the Customer, the Customer shall:
(a) ensure the Products are clearly identifiable as belonging to FRANKE, and not remove or alter any mark on or packaging of the Products;
(b) not charge or mortgage any of the Products (or attempt to do so) or allow any third party to seize or encumber the Products;
(c) take all reasonable care of the Products and keep them in the condition in which they were delivered;
(d) notify FRANKE immediately if the Products are moved to a different location, and give FRANKE such information as FRANKE may reasonably require from time to time relating the Products.
10.3 Subject to clause 10.4, the Customer may, before the time at which title would ordinarily pass in accordance with clause 10.1, use or resell the Products in the ordinary course of its business (but not otherwise). If the Customer resells the Products before that time, it does so as principal and not as an agent, and title to those Products shall pass from FRANKE to the Customer immediately prior to the resale.
10.4 If, at any time before title to the Products passes to the Customer (such products being the Unpaid Products), the Customer informs FRANKE, or FRANKE reasonably believes, that the Customer has or is likely to become subject to an Insolvency Event (as defined below), the Customer shall return such Unpaid Products to, or make such Unpaid Products available for collection by, FRANKE. If the Customer fails to do so promptly, FRANKE may enter any premises where the Unpaid Products are stored and repossess the Unpaid Products and/or any other goods supplied by FRANKE, up to the total price of the Unpaid Products. An Insolvency Event shall mean: the Customer ceases to carry on its business; has a liquidator, receiver or administrative receiver appointed to it; passes a resolution for its winding up; enters into any voluntary arrangement with its creditors; or is otherwise unable to pay its debts as they fall due (in each case, to include similar events under the laws of countries other than England).
11. Warranty
11.1 FRANKE warrants that the Products are new (unless marked as used/refurbished), are free of defects and correspond to their specifications (Warranty) for the period set out in clause 11.2.
11.2 Unless otherwise offered by FRANKE, the Warranty period for the Products is: (a) where the Product is not installed by FRANKE, 1 (one) year from the date the Product is dispatched by FRANKE; and (b) where the Product is installed by FRANKE, 1 (one) year from the date the Product is installed (in either case, the Warranty Period). Claims made outside of this period will not be accepted.
11.3 During the Warranty Period, the Customer shall grant FRANKE unrestricted remote access to the control software on the Product and to use certain information and data on the Product for the purposes of the Warranty. The Customer authorizes FRANKE to use such information and data required for this purpose and to carry out software configurations on the Products, and for the purposes of monitoring usage of, or developing, updating or improving, its products and/or services. The installation of additional equipment on the Products for this purpose shall be provided to the Customer free of charge during the Warranty Period but shall remain the property of FRANKE. If FRANKE determines that any on-site work is required, a service technician will be scheduled.
11.4 Customer shall immediately notify FRANKE in writing of any deficiencies of the Products by submitting appropriate failure documentation. If the Customer reports a defect and no defect is found for which FRANKE is liable, FRANKE is entitled to charge the Customer for the work undertaken and associated expenses.
11.5 In the event of a valid Warranty claim, FRANKE will, at its option, choose to repair the defective product, to replace it with the same or a similar item or to refund the purchase price paid in cash or by credit note. Replaced parts shall become the property of FRANKE.
11.6 FRANKE shall not be liable for the Products’ failure to comply with the Warranty if the Products differ from their specifications as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements. Any changes to the power supply cable already attached to the Product, or any modification to the Product’s functions or programming to alter the Product’s design or purpose as specified by the manufacturer, without the written consent of FRANKE, will also immediately invalidate the Warranty.
11.7 The Warranty does not cover:
(a) name plates, fascia panels or accessories, unless otherwise specifically stated by FRANKE in writing;
(b) supply and fitting of replacement of grinder blades;
(c) exchange of filter cartridge of the water treatment unit;
(d) annual service and boiler inspection;
(e) the replacement of parts of the Product that have failed or are defective due to normal wear and tear;
(f) parts and labour required as a result of work carried out by non-FRANKE registered engineers;
(g) re-gassing of the fridge in the Product;
(h) screen damage;
(i) breakages of any glass such as gauge glasses;
(j) issues with internal lighting and display for fascia panels; or
(k) the Warranty exclusions set out in clause 11.9 below.
11.8 FRANKE is not liable for defects that the Customer recognized or should have recognized upon receipt or acceptance of the Products and did not report to FRANKE immediately after discovery and within the Warranty Period. The Warranty shall not apply if the Products have not been assembled in accordance with FRANKE’s instructions or have been improperly handled, used, maintained, repaired, or modified by anyone other than a FRANKE qualified engineer and all service calls shall be chargeable in such circumstances. Further, the Warranty excludes malfunctions caused by any of the following reasons:
(a) inadequate maintenance (unless FRANKE has contractually undertaken to provide adequate maintenance);
(b) failure to observe the operating or installation instructions;
(c) improper use of the products;
(d) use of unauthorized parts and accessories;
(e) natural wear and tear;
(f) improper handling or treatment, in particular objects in the bean containers;
(g) programming or adjustment of any Product programming (including operating settings, drink strengths, recipes and drink sizes);
(h) poor, fluctuating or unsuitable water pressure;
(i) operation of the machine with untreated water (including use of untreated water without a water filter other than the filter recommended by FRANKE or without the use of descaling agents other than those recommended by FRANKE (tank operation), or poor water quality;
(j) limescale, or failure to de-scale or decalcify the Product regularly and adequately;
(k) installation of the Product other than by a FRANKE qualified engineer;
(l) unauthorized interventions by the Customer or third parties;
(m) issues arising from the site electrical power fitted to the Product, fitted cable or isolator where applicable;
(n) external influences, in particular force majeure (as defined in clause 19.3, including failure of the power supply or air conditioning system, damage caused by the elements) or third-party payment systems;
(o) inadequate cleaning and care, including the use of non-original cleaning materials and/or descaling agents which are not distributed by FRANKE;
(p) failure to correctly and frequently (daily as a minimum at end of use) clean the Product; or
(q) wilful or accidental damage, vandalism or negligence.
11.9 The Customer shall follow and distribute the installation information, product manuals, operating and safety instructions, and other documentation and specifications provided by FRANKE with the Products. FRANKE disclaims any liability, including liability under the Warranty, if the Customer does not comply with this clause 11.10.
11.10 The Warranty shall not apply if, in the sole opinion of the FRANKE qualified engineer, no fault is found with the Product. Where a FRANKE qualified engineer attends the Customer’s premises to carry out repair works on the Product and determines that the Warranty is void or does not apply for any of the reasons set out in this clause 11, the Customer will be responsible for the payment of all costs of parts and labour incurred by FRANKE in providing such repair works.
11.11 If the Product is moved to a different location, the Warranty shall only remain valid if the Product is removed from its original location by a FRANKE qualified engineer and installed by a FRANKE qualified engineer at the new location.
11.12 The Warranty will not apply if the Customer has failed to:
(a) comply with any of its obligations under the contract or any other contract with FRANKE, including any terms relating to delivery and/or payment;
(b) provide adequate opportunity for the FRANKE qualified engineer to inspect or carry out work on the Product;
(c) have the Product serviced upon the Product having made 20,000 to 40,000 drinks (depending on Product type); or
(d) where applicable, carry out annual boiler inspection as required by the Pressure Systems Safety Regulations 2000.
11.13 FRANKE may procure from time to time certain products or support services from third parties. The Customer acknowledges that FRANKE is not the manufacturer or provider of such items. To the fullest extent permitted by law, FRANKE makes no warranties in relation to such items but shall, where permitted to do so, pass through the benefit of any such warranties provided by those manufacturers.
11.14 Upon expiry of the Warranty Period, or (if earlier) upon the Product having made 20,000 to 40,000 drinks (depending on Product type), FRANKE may provide a service package to the Customer for an additional charge, subject to a separate written agreement (Service Agreement).
11.15 Under the Pressure Systems Safety Regulations 2000, it is a legal requirement that all coffee machines receive an annual boiler inspection. Unless it is agreed that FRANKE shall provide a boiler inspection under a separate services agreement between the parties, it is the responsibility of the Customer to arrange for an annual boiler inspection of the Product.
11.16 Except as provided in this clause 11, FRANKE shall have no liability to the Customer in respect of any defects in or damage to the Products. 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.
12. Liability
12.1 Subject to clause 12.3, the total liability of FRANKE for all claims of the Customer arising from or in connection with the contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, is limited to the amount paid by the Customer for the Products.
12.2 Subject to clause 12.3, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use; (f) loss of or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.
12.3 Nothing in the contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; and (d) defective products under the Consumer Protection Act 1987.
13. Insurance
13.1 FRANKE does not provide third parties with direct access to its insurance or give additional rights to its insurance, such as naming additional insured parties. Customer shall maintain adequate coverage by a property and a general commercial liability insurance.
14. Intellectual Property
14.1 The Customer acknowledges and agrees that all Intellectual Property Rights which subsist in the Products or Product documentation and information documents (including catalogues, brochures, drawings and product data), are exclusively owned by FRANKE and remain with FRANKE. The Customer shall not reproduce or modify any of FRANKE’s Intellectual Property Rights. In no event shall the Customer be deemed to have acquired any ownership rights or interest in or to any Intellectual Property Rights of FRANKE.
14.2 In the event of any claim or action or suspected infringement of third party rights resulting from the use of the Products, FRANKE may at its expense and option:
(a) procure for the Customer the right to continue selling or using the Products; or
(b) replace the Products with non-infringing products.
FRANKE shall have no liability for any continued infringement by the Customer after the exercise of option (a) and/or (b) above by FRANKE.
14.3 The Customer may only use the trade marks and/or logos of FRANKE for the purposes of advertising the sale of the Products by the Customer. The Customer shall ensure that it uses any such trade marks and logos in the format provided by FRANKE and in accordance with the official then current FRANKE brand guidelines.
14.4 Nothing in the contract, or any amendments thereto, shall limit or restrict FRANKE’s rights with respect to any feedback provided by the Customer to FRANKE related to the Products. The Customer agrees that FRANKE will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license, incorporate and otherwise use the feedback, including derivative works thereto, for any and all commercial or non-commercial purposes.
14.5 If the Products and Services provided by FRANKE incorporate software, the Customer is granted a non-exclusive right to use such software as part of or for the purpose of using the Products, unless otherwise agreed. All Intellectual Property Rights subsisting in the software, which enables the operation, reference data, maintenance or repair of the Products, remain the property of FRANKE or its licensor. The Customer shall not edit the software, make copies, decompile, reverse-engineer and/or disassemble the software or use other methods to access the source code of such software. The Customer (and its customers, where applicable) shall be authorized to use the control software incorporated within the Products to operate the Products for their own purposes, but shall have no further rights to the control software, and shall not reproduce, decompile, reverse engineer or otherwise attempt to derive information from the control software or permit or cause this to be done.
15. Data protection
15.1 For the purposes of this clause 15, the terms personal data, controller and processing shall have the meanings given to them in the applicable data protection legislation.
15.1 Any personal data gathered, processed, and used by FRANKE and/or its group companies in connection with this contract shall be processed in compliance with the applicable data protection law.
15.2 All FRANKE employees, other FRANKE group companies and third party service providers who receive access to personal data are obliged to respect the confidentiality of the personal data.
15.3 In the event that FRANKE is provided and receives personal data via Customer or a point of sale (as set out below), FRANKE is an independent controller under applicable data protection law. FRANKE collects personal data when Customer submits it to FRANKE, through registration, completion of forms or e-mails, as part of an order for products or services, after-sale support for products or services, inquiries or requests about products being ordered and similar situations in which data subject has chosen to provide the information to FRANKE or via a point of sale to FRANKE.
15.4 FRANKE may process some personal data provided (name and business contact details, including business phone number and email address of individual contacts at the Customer or its end-users) for after-sales support, marketing, advertising or promoting purposes. The respective data subject may object to the processing of his/her data for this purpose at any time without giving reasons by contacting FRANKE.
15.5 Some of the personal data provided to FRANKE may be stored or processed in other jurisdictions (including but not limited to the United States) whose data protection laws may differ from this jurisdiction. In such cases, FRANKE shall ensure that appropriate protections are in place to require the data processor in that country to maintain protections on the personal data that are equivalent to those that apply in the country in which FRANKE is incorporated.
15.6 Customer is obliged to inform its end-users of the Products, at the time at which personal data is collected (including at point of sale) or provided to FRANKE, that personal data may be processed by FRANKE and/or its group companies in accordance with this clause. FRANKE’s privacy statement can be found on our website: www.franke.com.
15.7 Customer shall, without limitation, defend, hold harmless and indemnify FRANKE against all costs, liabilities, damages, fines, losses and/or penalties suffered or incurred by FRANKE that is attributable to Customer's transferring of personal data in breach of applicable data protection law.
16. Disposal of products and packaging
16.1 Unless otherwise required by mandatory applicable law, the Customer assumes the obligation to properly dispose of the delivered Products after the end of use and any packaging (with exception of pallets) at his own expense in accordance with the applicable statutory provisions. If the Customer requests disposal by FRANKE, FRANKE shall provide the Customer with an offer to take back and dispose of the Products and packaging at the time of disposal. All related costs will be charged to the Customer.
17. Export
17.1 The export or re-export of Products, spare parts or software may be subject to domestic and/or foreign export control regulations. The Customer undertakes to comply with the trade regulations and export control regulations and, if necessary, to obtain any necessary licenses for the export of the Products from the competent authority.
18. Business Integrity
18.1 The Customer shall conduct its affairs in ethical manner, and acknowledges and agrees to comply with the FRANKE Code of Conduct adopted by the Franke Group, as modified from time to time, and shall adhere to the Code of Conduct's principles in relation to FRANKE. The FRANKE Code of Conduct and any amendments are published on our website: https://www.franke.com/ca/en/group/company/compliance.html. The Customer shall adequately inform its officers, directors and key employees about the FRANKE Code of Conduct and impose the obligation to comply with its principles.
19. Miscellaneous
19.1 Should any provisions of the contract be legally ineffective or invalid, the validity and effectiveness of the remaining provisions shall remain unaffected. In such cases, the invalid provision shall be modified or supplemented in such a way that the intended economic purpose of the provision is achieved as far as possible.
19.2 The Customer acknowledges that FRANKE is entitled to retrace or recall equipment or take other corrective actions in respect of the products. The Customer will actively support FRANKE when this need arises.
19.3 Neither party shall 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 any event or occurrence outside its reasonable control, including labor disputes, civil disorder, terrorist attack, war, armed conflict, governmental actions, imposition of sanctions, epidemic, pandemic, acts of God, flood, drought, earthquake or other natural disaster, collapse of buildings, fire, explosion or accident, interruption or failure of utility service, and non performance by suppliers or subcontractors (Force Majeure). The time for performance of such obligations shall be extended accordingly. This clause shall also apply where the performance of the affected party is already overdue. The affected party shall provide information as soon as possible about the Force Majeure event and its effect on that party’s ability to perform its obligations under the contract. The parties agree to adjust their respective obligations under the contract to account for the Force Majeure event in accordance with the principle of good faith dealing.
19.4 The contract constitutes the entire agreement between the parties. Each party acknowledges and agrees 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 shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the contract.
19.5 A waiver of any right or remedy is only effective if given in writing and shall 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 shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19.6 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.
20. Definitions and interpretation
20.1 The following definitions and rules of interpretation shall apply in these GTC:
(a) Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, service marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off and unfair competition, 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, whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world;
(b) words in the singular shall include the plural and in the plural shall include the singular;
(c) any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; and
(d) references to business day are to a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
21. Applicable law and jurisdiction
21.1 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, shall be governed by and construed in accordance with the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.
21.2 Each party irrevocably agrees that the courts of England and Wales shall 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. Notwithstanding the foregoing, FRANKE reserves the right to initiate court proceedings against the Customer at any other court of competent jurisdiction.