The following terms and conditions constitute the entire agreement between:
RICE A/S, Havnegade 100E, 5000 Odense C, Denmark („Rice“) and the customer (“you”) and govern the supply of goods from RICE to you.
The terms and conditions do not affect your statutory rights.
Upon ordering goods from RICE you will be deemed to have accepted these terms and conditions.
1. Order process
To initiate a contract with RICE you will either have to place an order (i) online on www.ricebyrice.com or (ii) with your RICE representative. In order to place your order online, you need login details which can be given to you from your RICE representative.
First time order min. is EUR 1.000,00.
No contract will come into force between you and RICE unless and until we accept your order in accordance with the procedures set out in this section 1.
An order confirmation will be sent to you by email immediately after placing your order. A contract will not come into force until you have received the order confirmation.
RICE reserves the right to refuse to supply any person, partnership or company at any time for any reason.
2. Prices
The price of the goods shall be the price set out in the order confirmation.
The prices are quoted on RICE’s website and will from time to time change. Changes will, however, not effect contracts that have previously come into force.
All amounts quoted on RICE’s website and in the order confirmation are stated exclusive of VAT.
In addition to the prices of the product, you may have to pay a delivery charge according to section 4.
3. Delivery
RICE will use reasonable endeavors to deliver your products as soon as possible after having confirmed your order. The RICE warehouse is based in Odense, Denmark. Once an order leaves RICE’s warehouse, the transit time to Italy is estimated to be 3-5 working days. RICE shall deliver the goods to the address for delivery given in the purchase order. Delivery does not include unloading of the goods.
Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. RICE shall not be liable to pay any damages or loss of whatever nature including of a consequential nature whether arising directly or indirectly out of delay of delivery. If an item is not in stock by the time of ordering, it will go on a backorder on your account and be sent out automatically when it is back in stock. You are responsible for cancelling backorders if the item is no longer required.
4. Carriage
Orders between EUR 85,00 and EUR 1.000,00 net will be charged 10% (total order value) postage and packaging.
Orders above EUR 1.000,00 will be carriage free.
Orders below EUR 85,00 will incur a flat rate of EUR 6,70.
5. Payment
You will be required to make payment by receiving an invoice for the whole of the price of the goods you ordered together with any delivery charges, before or at the same time that your order is processed, unless otherwise agreed between you and RICE in writing.
Payment shall take place within a credit period of 60 days from the date of invoicing. Both a late payment fee of Euro 40 per reminder and an interest charge of 1.8% of the outstanding invoice value per month will be levied on any accounts remaining unpaid beyond the due date. Your RICE account will be blocked for further deliveries until the outstanding amount has been settled.
All of our invoices have been legally transferred and pledged to RICE’s factoring company Midt Factoring A/S. Payment in full discharge can therefore only be made to Midt Factoring A/S.
6. Title
Risk in the goods will pass from RICE to you at the time of the delivery. Title to the goods shall not pass to you until RICE receives payment in full for the goods. Until title to the goods has passed to you, you shall
a) Store the goods separately from all other goods held by you, so that they remain readily identifiable as RICE’ s property
b) Not remove, deface or obscure any identifying mark or packaging on or relating to the goods.
c) Maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery
If you commit any breach of your obligation to RICE, including failure to pay for the goods by the due date, RICE shall have the right to enter your premises with or without prior notice to retake possession of the goods without prejudice to any other remedy.
7. Intellectual property rights
All intellectual property rights related to RICE’s products, the content of RICE’s website and catalogues – including but not limited to texts, product names, trademarks, logos, photographs, images, illustrations, graphics, designs, written and other material – are the absolute property of RICE.
You agree that you will not copy, reproduce, transmit, distribute, publish, display, commercially exploit or create derivative works of any part of the above mentioned intellectual property rights without RICE’s express written consent.
Through RICE’s website you may access RICE’s image bank. RICE’s image bank provides you with image pictures as well as product pictures. You must login to your account in order to download images. Images can be downloaded in your preferred form. You must credit RICE when using RICE’s pictures on your website, on social media, in your shop etc.
Images are available for press, approved RICE dealers and non-commercial use only. RICE images are not approved for third party platforms (e.g. Amazon, eBay, Not On The High Street etc.). On RICE’s website you can find additional information regarding the use of RICE’s image pictures.
It is your responsibility to be aware of the guidelines and its possible changes.
8. Events outside RICE’s control
RICE will not be liable or responsible to you for any failure to perform or delay in performance of any of our obligations under these Terms and Conditions and/or any order for goods, or for any damage or defect to goods supplied or delivered in relation to any order for goods that is caused by a Force Majeure Event.
A Force Majeure Event is any act, event, non-happening, omission or accident beyond RICE’s reasonable control and includes, without limitation, breakdown in machinery, governmental action, war or national emergency, act of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, lock-out, strike or other labour dispute (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining suppliers of adequate of suitable materials.
9. Damaged and defected goods
Immediately upon delivery of the goods you are obliged to promptly examine them. Any delivery shortages, discrepancies or transport damage must be notified to RICE within 8 days from delivery. You must use our online claims form to make a claim. The claims form can be found on www.ricebyrice.com by logging in.
RICE has the right to determine whether RICE wishes to make a redelivery of the goods or ask you to return the goods to RICE. If you are to return the goods, this will be at your risk, cost, carriage paid and appropriately insured.
Credit notes are issued, once a claim has been accepted by RICE and you have returned the goods.
10. Unlawful dismissal of delivery
RICE cannot accept returns unless it has been agreed with our claims department.
11. Limitation of liability
RICE’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with RICE being in breach of RICE’s obligations under these terms and conditions is limited to the price of the disputed goods of the relevant order.
RICE is not responsible for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the terms and conditions.
Nothing in these terms and conditions excludes or limits RICE’s liability for death or personal injury caused by RICE negligence, or for any matter which it would be illegal for RICE to exclude or attempt to exclude RICE’s liability; or for fraud or fraudulent misrepresentation.
12. Sales Channels
Webshops
RICE does not permit the name RICE to be part of the URL web address when selling RICE online.
RICE products can be maximum 50% of the total product selection of any online shop. The remaining 50% of the goods in the online shop must consist of other brands.
The RICE logo must not form part of the header of your Webshop, which is to avoid any confusion regarding the ownership of the Webshop.
Your own Webshop must not in its design in any way resemble RICE’s own Webshop. RICE’s product and image pictures may not be used when selling RICE’s products via any third party platform (e.g. Amazon, eBay, Not On The High Street etc) without a prior written agreement from RICE A/S.
Brick-and-mortar stores
RICE products can be maximum 50% of the total product selection in any brick-and-mortar store. The remaining 50% must consist of other brands.
The RICE logo must not form part of the front signage of the store, which is to avoid confusion regarding the ownership of the store.
13. Processing of personal data
Personal data provided to RICE in connection with the agreement, including a potential or existing order may be subject to data processing by RICE. Such data processing will take place in accordance with The General Data Protection Regulation (Regulation (EU) 2016/679) (or “GDPR”). When personal data is provided to RICE we assume, that you have obtained the necessary legal basis to
such transfer of personal data to us.
RICE will process the personal data in accordance with RICE’s privacy policy, available at www.ricebyrice.com/en-dk/policies/privacy-policy. You are obligated to ensure, that all relevant personnel are informed about RICE’s privacy policy prior to any transfer of personal data. RICE may transfer your personal data to other recipients for the purposes of collecting payments and services within e-commerce. Such processing of your personal data will be subject to the reccipients own
privacy policy.
The purpose of such data processing is to enable the fulfilment of RICE’s obligations under these terms and conditions as well as for marketing purposes. The processing is necessary and lawful due to the existence of this agreement and the legitimate interest pursued by RICE or third party.
14. Governing Law
These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Denmark. The UN convention on the international sale of goods (CISG) shall not apply to these terms and conditions.
15. Jurisdiction
Each party irrevocably agrees that the courts of Denmark shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims)
