SILVERBACK SPORT LTD
GENERAL TERMS AND CONDITIONS OF SALE – UNITED KINGDOM
a) The Company may invoice the Buyer for the Goods and/or the Services at any time after entering into the Contract.
b) Unless otherwise agreed in writing, the Buyer shall pay 50% of the agreed price at the time of entering into the Contract and the balance (50%) within 7 days of delivery (or deemed delivery under clause 3 hereof). If the first 50% is not paid, the Company has no obligation to commence production of the Goods or supply the Services.
d) Payment shall only be deemed received by the Company from the Buyer upon receipt by the Company of cleared funds net of any bank charges. Payment shall be made in full without any deduction, set off or abatement on any grounds. The Company may appropriate any payment made by the Buyer to any outstanding invoice. The Company may bring an action for the price of the Goods even though the property in them may not have passed to the Buyer.
e) Time for payment of the agreed price (including, without limit, any costs or charges payable pursuant to Condition 3.(b)) shall be of the essence. The Buyer shall indemnify the Company against all expenses and legal costs incurred by the Company in recovering overdue amounts. Interest shall be payable by the Buyer on overdue amounts (before as well as after judgement) at the rate of interest from time to time under Section 69 of the County Court Act 1984 the outstanding amount until the agreed price and/or such costs and/or charges are paid in full.
a) The Buyer is relying on its own skill and judgement in relation to the Work irrespective of any knowledge of the Company or its servants, agents or employees or as to the purpose for which the Work is supplied or its suitability.
b) Subject to Conditions 8.a) and 8.c) the Company warrants that all Goods shall upon delivery be of satisfactory quality and be reasonably fit for any purpose for which they are commonly supplied and that all Services shall be carried out with reasonable skill and care.
c) The warranty given in Condition 8.b) will not apply:
i) where the defect complained of arises from any drawing, design, specification or IPRsupplied by the Buyer or arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing or whether relating without limit to the fabrication (including, without limit, the quality or performance of fabrics), operation, use or maintenance of the Goods), or misuse or alteration or repair of the Goods without the Company's approval;
ii) if the Company or its agents is not permitted to safely inspect the Work;
iii) if the agreed price for the Goods or Services has not been paid in full by the due date for payment;
iv) to any parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee as is given by the manufacturer to the Company; or
v) to any Goods which have been designated "seconds", "clearings" or "specials".
d) The obligations of the Company under the Contract are limited such that in the event of a breach by the Company of the warranty in Condition 8.b) or any defect in any Goods or Services the Company shall only be obliged (and shall have no further liability in contract, negligence or otherwise for any defect in quality of the Goods and/or Services or fitness for purpose of the Goods) at its option to credit the price (if already paid) attributable to the Goods or Services provided that such Goods are returned to the Company or its agent in their delivered state at the Buyer's expense if so requested by the Company.
9. Limitation of Liability
a) Nothing in these Conditions shall exclude or limit the liability of the Company for death or personal injury caused by the Company's negligence.
b) The Company shall not be liable to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, (i) for any economic loss of any kind whatsoever, including without limit loss of profit, business contracts, revenues or anticipated savings, or (ii) for damage to the Buyer's reputation or goodwill, or (iii) for any loss resulting from any claim made by any third party, or (iv) for any special, indirect or consequential loss or damage of any nature whatsoever.
c) Without prejudice to Condition 8.d), 9.a) and 9.b) the Company's liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the Contract shall be limited to the greater of the agreed price or the amount received by the Company for the claim under its insurance policy covering such risks, provided always that nothing herein shall oblige the Company to obtain any insurance or claim upon any insurance which it holds. The Buyer acknowledges that delay in notifying any claim may prevent the Company recovering under any such policy.
d) The Buyer warrants that the use by the Company and/or any person in the Group of any IPRs, designs, specifications, drawings or other materials or information of any nature provided to the Company and/or any person in the Group by the Buyer pursuant to the Contract shall not infringe any third party's IPRs. If any claim is brought or threatened against the Company and/or any person in the Group in respect of such an infringement the Company, and/or any person in the Group, (as the case may be) shall be entitled to suspend carrying out further work for the Buyer, and the Buyer shall indemnify the Company (and/or, as the case may be, any person in the Group) against all actions, claims, costs, demands, expenses and liabilities of whatsoever nature suffered or incurred by the Company and/or any person in the Group as a result of any such claim or threatened claim brought against the Company and/or any person in the Group.
e) Nothing in these Conditions shall be construed as a representation or warranty by the Company that the design, manufacture, use or sale of the Goods or the provisions of the Services is not an infringement of any third party's IPRs.
10. Intellectual Property Rights and Confidentiality
a) The Buyer shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to the Work, or any documents, drawings, specifications and/or patterns relating thereto either (a) supplied by the Company or any person in the Group to the Buyer in connection with the Work, or (b) resulting from the Work, unless otherwise expressly agreed by the Company in writing. If the Buyer shall in any way acquire any such rights then the Buyer shall immediately inform the Company and shall forthwith take such steps as may be required by the Company to assign such rights or vest such title in the Company.
b) The Company and any person in the Group shall have the right to apply any trade marks, trade names and/or service marks to the Goods. The Buyer acknowledges that no rights are granted to the Buyer by the use by the Buyer of such trade marks, trade names and/or service marks. The Buyer shall not deface, remove or obliterate any trade marks, trade names or logos applied by the Company and/or any person in the Group on or in relation to the Goods.
c) The Buyer shall keep confidential and not use, without the prior written consent of the Company, all or any information including without limit, those (as referred to in Condition 10.a)) supplied by the Company to the Buyer or disclosed to or obtained by the Buyer pursuant to or as a result of the Contract, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Buyer, or disclosure of the same is required by law or by any other governmental or other regulatory body.
Without prejudice to any of its other rights the Company may immediately terminate the Contract and demand payment of any amount due or accruing to the Company whether under the Contract or otherwise, re-sell the Goods and/or withhold or cancel any deliveries if any of the following occurs or is likely to occur:
a) the Buyer is in breach of any of its obligations under the Contract which, if capable of remedy, the Buyer has not remedied within 30 days of receiving written notice from the Company; or
b) the Buyer is or becomes Insolvent or the Buyer suffers a distress or execution or other legal process to be levied or enforced or sued upon or against any part of the property, assets or revenue of the Buyer which is not discharged or stayed within 7 days.
a) Any temporary waiver or indulgence by the Company in exercise of its rights will not restrict it exercising any of its rights at a subsequent date.
b) The Buyer shall not be entitled to assign or sub-contract any of its rights or obligations under the Contract, without the prior written consent of the Company. The Company may assign, license or sub-contract all or any part of its rights or obligation under the Contract without needing the Buyer's consent.
c) Unless otherwise agreed in writing, these Conditions, the agreed price and Job Sheet constitute the whole agreement between the Company and the Buyer. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Buyer acknowledges that it has not been induced to enter into the Contract by any pre-contract representation of the Company, the Group or any of their servants or agents.
d) The Contract shall be construed in accordance with and governed in all aspects by the law of England and Wales and the Buyer submits to the exclusive jurisdiction of the English Courts.
e) If any provision of the Contract is found to be invalid, unenforceable, illegal, or incapable of being performed, the remainder of the provisions of the Contract shall nevertheless remain in force. If such provision would be valid, enforceable, legal or capable of being performed if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
13. Export Sales
Notwithstanding any other provision of the Contract, where Goods are sold outside England and Wales :
a) Unless otherwise agreed in writing, delivery of Goods shall be to the nominated delivery address; and
b) The Buyer shall be responsible for complying with any legislation or regulations governing the import and export of the Goods to and from England and governing the importation of the Goods into the country of destination and for the payment of any duties or taxes on them.