Terms and Conditions

Terms and Conditions of Sales

MAP Policy

ANOVA CULINARY’S TERMS AND CONDITIONS OF SALES

All goods or services supplied by Anova Culinary are sold subject to these following terms and conditions.  

These terms and conditions apply to your purchase from us.  You acknowledge that you are fully aware of the contents of these terms and conditions.  On placing any purchase order for any product of Anova Culinary, you agree to be bound by and accept these terms and conditions.

1. DEFINITIONS.

1.1 In these terms and conditions,

“Anova Culinary” means Anova Applied Electronics, Inc. (dba Anova Culinary) whose registered office address is at 667 Howard Street, San Francisco, California, USA 94105.

"Purchaser” means any person or company who buys or has agreed to buy products (including reseller). 

“Products” mean any goods or services supplied by Anova Culinary or its appointed distributors.

“Contract” means either the contract signed between Anova Culinary and Purchaser, or the written purchase order issued  by Purchaser and accepted by Anova Culinary in writing for the sales of Products together with these terms and conditions, Anova Culinary's final quotation in relation to the sales of Products and Anova Culinary's order confirmation. 

"Terms" mean the terms and conditions set out in this document. 

1.2 Except where the context otherwise requires, wherever used, the singular shall be deemed to include the plural and vice versa and, the use of any gender shall be applicable to all genders.  

2. APPLICABLE TERMS.

2.1 Unless otherwise agreed in writing, any Contract for the sale of Products shall be subject to the Terms.  Any oral or written terms offered or stipulated by the Purchaser shall, if inconsistent with the Terms, be deemed rejected by Anova Culinary.

2.2 The Terms shall without further notice apply to all future transactions between Anova Culinary and Purchasers in relation to the sales and purchase of Products, whether or not this document is delivered or executed in the course of the transaction.

 3. PRICES.

3.1 Prices are subject to change without notice at any time prior to Anova Culinary’s acceptance of purchase order, to such prices prevailing at the time of acceptance and confirmation.  All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty or other tax applicable to the sale of any Product. Such taxes, when applicable, shall be paid by Purchaser.

4. QUOTATIONS AND INVOICES.

4.1 Anova Culinary reserves the right to amend any errors and / or omissions on quotations, invoices or any other documents of Anova Culinary.  The quantity, quality and description of Products shall be those set out in Anova Culinary’s quotation or order confirmation.

5.  PLACING ORDERS. 

5.1 All purchase orders supplied by Purchasers must be in writing and are subject to acceptance by Anova Culinary.  No Contract between Anova Culinary and the Purchaser shall come into existence until Anova Culinary issues a sales confirmation in relation to the purchase order.  

5.2 Information contained in Anova Culinary’s advertising, brochures, materials on Anova Culinary’s website or dispatched to customers by Anova Culinary’s agents or distributors or employees only constitutes an invitation to treat.  No such information constitutes an offer by Anova Culinary to supply any Product.

6. INVOICING AND PAYMENT. 

6.1 Purchaser must pay via Anova Culinary’s accepted means and in the currency indicated in the invoice in advance once the purchase order is confirmed by Anova Culinary.

6.2 Subject to timely prepayment for the first three orders and prior explicit approval from Anova Culinary, subsequent terms of payment for purchasing the Products may be net thirty (30) days from the date of invoice.  The offer of such credit will be at the sole discretion of Anova Culinary and do not automatically apply to all Purchasers and purchase orders. Time of payment shall be the essence of the Contract.

6.2 If Purchaser fails to make any payment when due, without prejudice to any other right or remedy available to Anova Culinary, Anova Culinary shall be entitled to:-

1. terminate the Contract and/or suspend shipment and/or delivery of any Product and/or;

2. charge Purchaser compounded interest (both before and after any judgment) at the rate of 1% per month (apportioned by the day) from the due date until payment is made in full.

7. SHIPMENTS. 

7.1 All transportation or handling costs, transport insurance, VAT (or other revenue tax), duty and other taxes, levies or charges of any authorities, unless otherwise specified, or otherwise required by applicable law will be charged in addition to the applicable Product price and will be indicated to Purchaser prior to placing the order on Anova Culinary.

7.2 In the event Purchaser requests that an order for products or services which it has placed with Anova Culinary be cancelled prior to shipment, and with which request Anova Culinary agrees, Purchaser shall be liable to Anova Culinary for all costs incurred by Anova Culinary as a result of such cancellation, including but not limited to, cancellation costs to suppliers and unreimbursed advances on products (if any) together with any specifically identifiable incidental and consequential expenses.

8. DELIVERY AND RETENTION OF TITLE. 

8.1 Delivery of Products shall be EX WORKS at Anova Culinary’s designated premises.  For the purpose of the Terms, EX WORKS shall be construed in accordance with INCOTERMS 2019 of the International Chamber of Commerce.  Upon the delivery of Products at the EX WORKS Point, Anova Culinary shall have no further responsibility for the Products, and the risk of damage, loss or delay of, and title to the Products shall pass to the Purchasers.  The Purchasers shall be responsible for all shipping and import/export taxes and costs, as set forth in Clauses 3.1 and 7.1.

8.2 Title to and ownership of the Products shall not pass to Purchaser until the purchase price for the Products and all sums payable to Anova Culinary under any other agreement with the Purchaser or any other delivery or installment has been fully paid.  

9. WARRANTIES.

9.1 Anova Culinary will provide a warranty of twenty four (24) months to Purchaser from the date of delivery of Products. Anova Culinary warrants that at the time of shipment the Products sold hereunder will be free from defects in material and workmanship under normal use and handling and will conform to specification.  Damage of the Products due to physical, water, misuse, abuse, collisions, objects falling, damage negligence, accidents resulting from a lack of supervision or to use in violation of instructions furnished by Anova Culinary shall be beyond warranty. In case of dispute regarding Products being under or out of warranty, the decision from Anova Culinary will be final.

9.2 If any defect within the warranty period appears, Purchaser shall immediately notify Anova Culinary.  Anova Culinary may at its own option and within a reasonable time either repair or replace the Products at no charge to Purchaser whenever it thinks appropriate.  No Products will be accepted for return or replacement without written approval of Anova Culinary. Upon such approval and in accordance with instructions and inspection by Anova Culinary or its authorized representatives, the Products will be returned with shipping charges prepaid by Purchaser.  Replacements made under this warranty will be shipped prepaid by Anova Culinary.

Anova Culinary’s obligation shall be limited solely to repair or replacement of the Products, to the exclusion of any other remedy, service or compensation for Purchaser.

10. LIMITATION OF LIABILITY.

10.1 In no event shall Anova Culinary liable for (i) special, direct or indirect, consequential, or punitive damages or loss, including but not limited to labour costs incurred by Purchaser or (ii) any damages whatsoever resulting from loss of use or profits, goodwill, reputation arising out of or in connection with the Products sold hereunder or business receipt or contract or losses or expenses resulting from third party claims, or (iii) liability exceed the purchase price of the Products in question.

11. RETURNS.

11.1 All Products supplied to Purchaser are not returnable except as provided in Clause 9.2 above and subject to Anova Culinary’s final discretion.

12. PRICE GUARANTEE / PRICE PROTECTION. 

12.1 Guarantee competitive price or price protection program are not applicable to the sales of Products, unless otherwise agreed at the sole discretion of Anova Culinary. 

13. MINIMUM ADVERTISED PRICE POLICY. 

13.1 Advertisements of Products in all media including without limitation to digital advertisements, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, television, radio, on any websites or social media and public signage are subject to Anova Culinary’s established and enforced minimum advertised price policy. 

14. ON-LINE SALES PROHIBITION POLICY.

14.1 Purchasers are strictly prohibited to directly or indirectly advertise, offer for sale, sell or re-sell Products on the Internet or similar electronic media or online marketplaces or e-commerce or any internal link to a web-based shopping cart including but not limited to Amazon, E-bay, Google Adwords, Alibaba, Baidu or Tao Bao without Anova Culinary’s prior written approval. 

15. NO SALES TO WHOLESALE ACCOUNT. 

15.1 Purchasers agree that it is forbidden to sell Products on a wholesale basis to other wholesale accounts.  

15.2 Purchasers agree that the Products shall be sold only to end consumers.

15.3 Anova Culinary reserves the right to terminate the supply of Products to any Purchaser who in Anova Culinary's sole opinion diminishes Anova Culinary's brand or image because of the way Products are sold, priced, serviced, depicted or represented.

16. INTELLECTUAL PROPERTY. 

16.1 Intellectual property rights contained in any Product supplied by Anova Culinary for the purpose of the Contract shall remain at all times in Anova Culinary or Anova Culinary’s licensors (if applicable), and will not pass to Purchaser except by specific written agreement.  Purchaser agrees that it will not assert ownership of the intellectual property against Anova Culinary or Anova Culinary’s licensor.

17. DISPOSAL OF WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (“WEEE”).

17.1 Anova Culinary passes the obligations and responsibilities of financing and organizing the removal, processing and disposal of Anova Culinary’s waste electrical and electronic equipment covered in this Contract of sale onto Purchasers, who accept it.

18.  FORCE MAJEURE.

18.1 Anova Culinary will make every effort to perform its obligations under the Terms.  Anova Culinary however cannot be held responsible for delays or failure to perform if such delay or failure is caused by any circumstances beyond Anova Culinary’s reasonable control such as strikes, terrorist acts, war, supplier/transport issues, governmental or regulatory action and Acts of God.  In the event of such delay, Anova Culinary will perform its obligations as soon as reasonably and practicable possible.

19. CHANGES TO TERMS. 

19.1 Anova Culinary may amend the Terms, including payment and warranty terms, without notice.  However, Contracts concluded on the basis of previous terms and conditions remain unaffected and Terms, including Product prices are such which apply at the time of Anova Culinary’s confirmation order.

20. ASSIGNMENT.

20.1 No Contract with Anova Culinary shall be assignable by Purchaser without the prior written consent of Anova Culinary.

21.  SEVERABILITY.

21.1 If any of the Terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which the terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from the terms and the remaining terms shall survive and continue to be binding and enforceable. 

22. NO AMENDMENT.

22.1 The Terms contain the entire agreement of the parties with respect to its subject matter and may only be amended in writing.

23. RELATIONSHIP. 

23.1 The Terms do not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.

24. ENTIRE AGREEMENT.

24.1 The Terms constitute the entire, complete, and exclusive agreement between Anova Culinary and Purchaser with respect to the subject matter hereof and contains all the agreements and conditions of sale.  No course of dealing or usage of the trade shall be applicable unless expressly incorporated herein.  

25. GOVERNING LANGUAGE.

25.1 The Terms are written and governed by the English language version.  Any other language version of these Conditions is for convenience and translation purposes only.

26. GOVERNING LAW AND JURISDICTION.

26.1 All Contracts made between Anova Culinary and Purchaser shall be governed and construed under the laws of California, and Purchaser agrees to submit to the exclusive jurisdiction of the courts of California.

27. HEADINGS. 

27.1 The headings of the Terms are for convenience only and shall have no effect in the interpretation thereof.

These terms and conditions were last updated on 10 July 2019.

MAP POLICY (US ONLY): ANOVA®  CULINARY MINIMUM ADVERTISED PRICE (“MAP”) POLICY

EFFECTIVE: January 1, 2019  

Anova Applied Electronics, Inc., dba Anova Culinary (“Anova”) is committed to delivering and distinguishing the finest quality products, and building highly-respected brand images with its distributors, dealers and consumers.  To maintain this reputation and brand image, Anova has unilaterally adopted this Minimum Advertised Price Policy for its Anova® Precision (a/k/a “Precision Line”) branded products (the “Policy”). Anova acknowledges that all accounts have the right to sell Anova-branded products at any price they choose.  In evaluating the marketplace, however, Anova unilaterally has determined a MAP Policy is necessary to maintain the Anova family of brands’ long standing reputation for premium, high-quality and dependably performing products.  

Accordingly, this Policy applies to all Anova® authorized dealers and distributors in the United States.  From time to time, Anova will publish MAP schedules designating which Anova products are subject to this Policy (“Anova MAP Products”).  This Policy and any MAP schedules are subject to change at any time by Anova in its sole discretion.  

Applicable Advertising Media:  This Policy applies to all advertising in visual, audio, and electronic media, including newspaper, TV, radio, private mailers and letters qualifying for advertising and merchandising support.  Although Anova dealer agreements preclude internet sales without prior written approval, this Policy also applies to any product listed for sale on an authorized reseller’s website, mobile app or mobile site for devices, postings on internet shopping and marketplace sites to which customer supplies pricing information, including but not limited to, Google Shopping, Jet.com, Rakuten.com, e-Bay, Amazon and PriceGrabber.com, and any Internet related electronic media advertisements, such as email newsletters, email solicitations, electronic ads and banner ads on websites.
  This Policy does not apply to in-store point-of-sale advertising at a distributor or dealer location or the final “checkout” stage for online purchases or items placed “in cart.”  Advertisements may indicate that a lower price may be available in store or in a checkout page online or through promotional codes or coupons upon checkout. 

This Policy applies only to authorized U.S. resellers’ advertised prices and does not affect any reseller’s sole right to establish its resale prices.  

Minimum Advertised Prices:  Authorized resellers may not advertise Anova MAP Products below the current published MAP, factoring in all advertised dealer promotions, cash back, consumer rebates and other discounts (netted down prices included, whether or not the ad explicitly states the netted-down price.)

Additional Policy Requirements and Guidelines:  

Model Numbers:  All advertisements and internet websites depicting a Anova product with a price must clearly show or announce complete model specific numbers as they appear in the MAP schedule for all current, prior, close-out and discontinued models.  

Damaged Goods and Open Box Items:  Advertisements for damaged goods or “scratch-and-dent” units may advertise a price lower than the MAP applicable to new units of the same model number but only if the advertisement is limited to and clearly states that the price applies only to damaged goods.  Internet advertisements for “open box” items do not comply with this MAP Policy if they state a price lower than the MAP applicable to new units of the same model number.

Online Auction and Internet Marketplace Sales Prohibited:  Anova’s Anova® brand authorized distributor and dealer agreements do not allow new or open-box Anova products to be sold or listed for sale through online auction sites or internet marketplaces.

Close-Outs/Discontinued Items:  Advertising of an Anova-designated close-out or discontinued item must have the model or style number and “Close-Out Item” clearly identified in the advertisement.  In addition, the advertised price may apply only for the period specified by Anova. Close-out items may not be bundled with non-close-out items to advertise a single bundled price.

Reseller’s Percent-Off Promotions:  Reseller percent-off promotions resulting in advertised prices below MAP will be considered a violation of this Policy.  Category-wide, store-wide or department-wide promotions violate this Policy unless the advertisement expressly excludes Anova Brands or Anova MAP Products from the promotion.  

MAP Violations:  

Anova will monitor its distributor and dealer advertisements and web sites for compliance.  In the event that Anova verifies to its satisfaction that a distributor or dealer has advertised a Anova® MAP Product in a manner that violates this unilateral policy, Anova will take the following actions:

1st Violation –  Distributor or dealer will receive a violation warning letter and must correct the offending advertisement within forty-eight (48) hours.  Notice also will be provided to distributors if their dealer customers violate this Policy. Distributor or dealer failing to resolve the violation in forty-eight (48) hours will receive notice of a 2nd Violation.

2nd Violation – Distributor or dealer will receive a 2nd violation warning letter and must correct the offending advertisement within forty-eight (48) hours.  Notice also will be provided to distributors if their dealer customers violate this Policy. Distributor or dealer failing to resolve the violation in forty-eight (48) hours will receive notice of a 2nd Violation. 

3rd Violation – Anova will cease supplying or discontinue reseller’s authorization for any Anova MAP Product(s) violating this MAP Policy for up to thirty (30) days.  Rights to use Anova intellectual property, including photos and copy, relating to such products will be forfeited until authorization has been reinstated by Anova.  Anova unilateral action involving indirect sales to authorized dealers may be effected through relevant authorized Anova distributors.

4th Violation – Anova will cease supplying or discontinue reseller’s authorization for any Anova MAP Product(s) violating this MAP Policy for up to sixty (60) days.  Rights to use Anova intellectual property, including photos and copy, relating to such products will be forfeited until authorization has been reinstated by Anova.  Anova unilateral action involving indirect sales to authorized dealers may be effected through relevant authorized Anova distributors.  

5th Violation – Anova unilaterally may revoke reseller’s authorized distributor or dealer status and close their account.  Any such Anova unilateral action involving indirect sales to authorized dealers may be effected through relevant authorized Anova distributors.  

Violations of this Policy will be strictly and unilaterally enforced.  Anova personnel have no authority to discuss, modify, or grant exceptions to this Policy.  All questions regarding this Policy should be directed solely to the Anova® Products MAP Policy Administrator and not to any other Anova employee: retailsales@anovaculinary.com.

This Policy relates only to advertised prices and does not restrict the actual sales price at which a MAP Product is sold, nor does it restrict the price at which Anova® MAP Products are offered for sale in face-to-face or live telephone communication between a distributor or dealer and a prospective customer.  

This Policy is a unilateral statement of the terms upon which Anova is willing to market Anova® products.  Anova does not solicit, nor will it accept, any written or oral, formal or informal, agreement or assurance of compliance with this Anova®l Products MAP Policy or any of its terms.  Anova will not discuss any conditions of acceptance of this Policy, as it is non-negotiable and will not be altered for any distributor or dealer. Nothing in this Policy shall constitute an agreement between Anova and any distributor or dealer that such reseller will comply with this Policy.  Anova requests that its distributors and dealers not attempt to discuss their own pricing, or the pricing of others, with Anova.