SILVERBACK SPORT LTD
GENERAL TERMS AND CONDITIONS OF SALE – UNITED KINGDOM
In these Conditions unless the context requires otherwise any reference to the singular shall include the plural and vice versa and:
"Buyer" means the person, firm or company that has requested any Work;
"Company" means Silverback Sport Ltd;
"Conditions" means the standard terms and conditions of sale set out herein;
"Contract" means an agreed price, the Job Sheet and these Conditions;
"Goods" means any goods supplied or to be supplied by the Company;
"Group" means Silverback Sport Ltd and/or any and all subsidiaries thereof from time to time ("subsidiary" being construed in accordance with s.736 of the Companies Act 1985). Insofar as any obligation under any Contract is undertaken by any subsidiary, that subsidiary shall be entitled to rely upon these Conditions and take the benefit thereof as if they were the Company.)
"Insolvency" means in relation to an individual partnership or company the appointment of any administrator, trustee, supervisor, receiver or liquidator whether under the Insolvency Act 1986 or otherwise howsoever it may occur, including but not limited to, the occurrence of the calling
of a meeting or the passing of any resolution whether formal or informal for the purposes of taking the foregoing step and “Insolvent” shall be construed accordingly;
"IPRs" means any intellectual property rights of any nature including without limit any and all inventions, patents, utility models, design rights, copyright, know how, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;
"Services" means any services supplied or to be supplied by the Company;
"Work" means the supply of Goods and/or Services.
a) All quotations and offers are made and Contracts are accepted subject to and shall be deemed to incorporate these Conditions and they shall apply to all Contracts to the exclusion of any other terms and conditions including without limit those which the Buyer purports to apply under any order. Variations to the terms of any Contract will only be effective if agreed in writing and signed by a duly authorised officer of the Company.
b) The Company may modify the specification of Goods or Services without notice provided that such modification does not materially affect the Services or the performance of the Goods. The Contract is not a contract for sale of goods by description. All descriptive matter, specifications and advertising issued by the Company is solely aimed at giving an approximate idea of the Work described in them and they do not form part of the Contract.
c) Any Contract may only be cancelled by the Buyer with the prior written consent of the Company and on terms that the Buyer shall indemnify the Company in full against all losses (including loss of profit), costs, damages, charges and expenses incurred (directly or indirectly) by the Company as a result of such cancellation.
3. Deliveries and Non-Delivery
a) Delivery times/ dates named/accepted by the Company are given in good faith but are an estimate only. Time of delivery of Goods or provision of Services is not of the essence. Subject to Condition 9.a), the Company shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by failure (for any reason) to meet the delivery time/date stated/agreed (even if caused by the Company's own negligence), further, the Buyer shall have no right to cancel the Contract in the event of such a failure.
b) Services will be provided and Goods delivered as stated in the Contract. Delivery shall be deemed to take place either: (i) when the Goods arrive at the place stated in the Contract or at such place as is agreed by the Company; or (ii) upon delivery to a carrier for the purpose of transmission to the Buyer (whichever is the earlier).
c) The Company shall make such arrangements for carriage of the Goods and their insurance during carriage as it thinks appropriate. Goods will be packed so as to adequately protect against damage in normal conditions of transit of usual duration. Where, at the Buyer's request, Goods are forwarded by any means involving a higher carriage charge than would be incurred by the Company's usual means of carriage, the additional cost shall be paid by the Buyer in addition to and at the same time as the agreed price.
d) The Company may deliver Goods in instalments and perform Services in sections in any sequence. Deliveries of further instalments and performance of further sections may be withheld until the Goods and/or Services comprised in earlier instalments and/or sections have been paid for in full. Default by the Company, howsoever caused, in respect of one or more instalments and/or sections shall not entitle the Buyer to terminate the relevant Contract as a whole.
e) If the Buyer fails or refuses to accept delivery of any Goods when they are ready for delivery in accordance with the Contract; or the Company agrees (at its sole discretion) to postpone delivery of the Goods at the request of the Buyer; or the Buyer fails to provide or obtain any instructions consents or authorisations required to enable the Goods to be delivered on the due date; then risk in the Goods shall pass to the Buyer, delivery of the Goods shall be deemed to have taken place and the Company may store or arrange for storage of such Goods and charge the Buyer for all related costs and expenses (including storage and insurance).
f) If the Company agrees to permit the Buyer to collect the Goods from the Company's place of business then delivery shall be deemed to take place when the Company notifies the Buyer that the Goods are ready for collection and unless otherwise agreed in writing by the Company the Buyer will collect the Goods within 7 days of such notice.
g) Upon delivery to the Buyer, all Goods should be examined. The Company shall not be liable for any shortages in, or non-delivery of, Goods unless the same is notified by the Buyer to the Company (together with all specific details) in writing within 48 hours of the actual or deemed date of delivery (as relevant). Subject to such notice being provided, the Company shall, if it is satisfied that any Goods have not been delivered and the cause thereof being beyond the reasonable control of the Company, at its sole discretion, either arrange for delivery as soon as reasonably possible or give credit to the Buyer for such Goods. Shortages in, or non-delivery of some or part of the Goods shall not effect the Contract in respect of the other or other parts of the Goods.
4. Force Majeure
In the event that the Company is prevented or delayed in or from carrying out its obligations under the Contract as a result of any cause beyond its reasonable control such as (but not limited to): acts of God; governmental intervention or restriction, import or export regulations; war; riots; strikes or trade disputes (including by and with the Company's own employees); power failure; inadequate performance of, failure of or incorrect processing by computer systems; fire; flood; default of suppliers or sub-contractors, or breakdown of plant, machinery or vehicles then the Company shall be relieved of its obligations and liabilities under the Contract for as long as such fulfilment is prevented.
a) Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery or at the notified time for delivery if the Buyer fails for whatever reason to take delivery of the Goods at the notified time.
b) Title to the Goods (both legal and equitable) shall remain with the Company until full payment with cleared funds of all monies due from the Buyer to the Company under the Contract has been made.
c) Until title to the Goods passes, the Buyer shall hold the Goods as the Company's bailee and must store the Goods (at no cost to the Company) such that they are easily identifiable as the property of the Company and must not destroy or deface any identifying marks on the Goods or their packaging; and must keep the Goods insured on the Company's behalf for the full price of the Goods against "all risks" to the reasonable satisfaction of the Company and produce the policy of insurance to the Company upon request and must hold all proceeds of such insurance on trust for the Company and shall not mingle them with any other money nor pay the proceeds into an overdrawn bank account.
d) Until title to the Goods passes, the Buyer shall not be entitled to re-sell, use or otherwise dispose of the Goods without the written consent of the Company.
e) Once payment becomes due, the Company may, whilst still the owner of the Goods (without prejudice to its other rights) demand the immediate return of the Goods at any time and the Buyer must immediately comply with (and bear the cost of) such demand. If the Buyer fails to return such Goods, the Company or its successors in title, and their respective employees and agents, may enter the Buyer's premises (with or without vehicles) during normal business hours to remove the Goods (the cost of which shall be borne by the Buyer) and/or may sell or otherwise deal with the Goods.
6. Price and taxes
Unless otherwise agreed in writing by the Company prices set out in any of the Company's price lists, quotations and acknowledgement of order are inclusive of value added, purchase or other taxes which shall be payable in addition to the price when the price is due.