Business terms of sale | PuttOUT Golf

Definitions and interpretation

If any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out below:

Acts, Legislation: or other similar references shall include any updates and or amendments to the same.

Charges: the charges payable by the Customer to the Supplier according to the terms of the Contract.

Customer: the individual, firm, company or other organisation stated on the Order.

Goods: the goods set out in the Order which the Supplier is to supply, according to the terms of the Contract.

Order: the Supplier's order form, and/or other document agreed in writing by the Supplier and the Customer.

Written: and any similar expression, includes e-mail but not fax.

Supply and sales of goods

It is also agreed that:

The Customer wishes to acquire the Goods and the Supplier wishes to supply them to the Customer, on the terms and conditions set out in this agreement (Terms).
The Supplier shall only supply Goods to the Customer on these Terms (or any version that the Supplier may issue to replace them).
Quotes for Goods provided by the Supplier to the Customer are not offers by the Supplier.
Any Orders placed by the Customer are offers for the purchase of the Goods based on these Terms.
When the Supplier accepts an Order in writing, the Supplier's contract with the Customer for the supply of the Goods in that Order shall come into existence at the point of the Supplier's written acceptance.
The Supplier's contract with the Customer for the supply of the Goods comprises the Order, these Terms and anything else the Supplier expressly agrees in writing (Contract).
Each Order will constitute a separate Contract.
The Supplier may amend any specification for Goods as required by law, or to comply with any relevant regulatory obligations.
The Supplier reserves the right to make without notice any minor modifications to the specifications that the Supplier believes necessary or desirable.
The Supplier may vary these Terms from time to time by written notice to the Customer but the Contract will be governed by the version of the Terms in force on the commencement date of the Contract.

Charges

The Customer will pay the Charges set out in:
1. the quotation sent by the Supplier to the Customer
2. the Supplier's written acceptance of the Order.
If no Charges have been quoted or set out in the quotation sent to the Customer or in the Supplier’s written acceptance of the Order, then the Charges shall be those set out in the Supplier's price list in force on the commencement date of the Contract.
The Supplier has the right to increase the Charges at any time prior to delivery of the Goods, to reflect any increases in costs which are beyond the Supplier's control and/or to reflect any changes requested by the Customer after the commencement date of the Contract.
Where the Goods are to be delivered to the Customer, unless explicitly stated in the Supplier’s written acceptance of the Order, the Charges do not include carriage, insurance or packaging and the Supplier shall be entitled to recover from the Customer all reasonable expenses incurred by it in delivering the Goods to the Customer.
The Supplier may charge amounts in addition to the Charges if:
1. the Customer requests any change to the Goods after the commencement of the Contract
2. the Customer fails promptly to provide any instructions required by the Supplier for the supply of the Goods, or
3. for any reason which is due to any other act or omission of the Customer.
Unless explicitly stated in the Order, the Charges will be exclusive of VAT or any other tax, duty or levy that may apply to the Order, which the Customer shall be liable to pay to the Supplier in addition to the Charges. Rates of tax and duties on the Goods will be those applying at the time of delivery.

Invoicing and Payment

The Supplier is entitled to raise an invoice and receive payment for the full amount of the Charges prior to delivery of the Goods by the Supplier.
If the Customer is to collect the Goods, the Supplier is entitled to raise an invoice and receive payment for the full amount of the Charges prior to collection of the Goods by the Supplier
Time for payment of the Charges shall be of the essence.
If any amounts owed by the Customer to the Supplier become overdue, then (without prejudice to any other rights or remedies available to the Supplier), the Supplier:
1. shall be entitled to charge interest upon such amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
2. may suspend the supply and/or delivery of Goods (and any goods under any other contract between the Supplier and the Customer), until the overdue amounts are paid in full, and/or
3. may terminate the Contract.
The Customer is responsible for all reasonable costs and expenses incurred by the Supplier in relation to the recovery by the Supplier of any amounts owed to it by the Customer.

Delivery of Goods

Any dates quoted for delivery of Goods are approximate only and time for delivery of the Goods shall not be of the essence.
If the Supplier fails to deliver the Goods within a reasonable time, the Customer may cancel the Contract by sending notice to the Supplier in writing except that:
1. The Customer may not cancel the Contract if the Supplier has already dispatched the Goods; and
2. The Customer may not cancel the Contract if the Order includes Goods that have been created or modified based on the Customer’s specification; and
3. If the Customer cancels the Contract, the Customer can have no further claim against the Supplier under the Contract.
If the Customer accepts delivery of the Goods after the estimated delivery time, it will be on the basis that the Customer has no claim against the Supplier for delay, including indirect or consequential loss, or increase in the price of the Goods.
Delivery of the Goods is subject to the Supplier first receiving payment for the Goods in full and cleared funds in accordance section 4.
The Supplier will deliver the Goods to the premises identified by the Customer in the Order, or to another location agreed in writing between the Supplier and Customer, unless the Customer has requested to collect the Goods. If the Customer has requested to collect the goods, the Customer shall collect them within 14 days of the Supplier notifying the Customer that the Goods are ready for collection.
The Supplier may decline to deliver the Goods if:
1. The Supplier believes that it would be unsafe, unlawful or unreasonably difficult to do so; or
2. The premises, or the access to them, are unsuitable for the Supplier’s vehicle.
If the Customer does not accept delivery of the Goods, or does not collect the Goods within 14 days of the Supplier notifying the Customer that the Goods are ready for collection, then (without prejudice to any other rights or remedies available to the Supplier), the Supplier may:
1. store the Goods until delivery of the Goods occurs; and
2. invoice the Customer for the costs and expenses of storage, insurance and other associated costs.
If the delivery or collection of the Goods has not occurred within 28 days, the Supplier is entitled to sell the Goods to a third party. If this sale leaves the Supplier with less than the amount it would have been paid by the Customer for these Goods, the Supplier can charge the Customer for the difference.
The Supplier may deliver the Goods by instalments. Each instalment shall be deemed to be a separate Contract and any failure or delay by the Supplier to deliver any one instalment shall not entitle the Customer to terminate the Contract in relation to other instalments.
The Customer must inspect the Goods on delivery. If any goods are damaged, or not delivered, the Customer must notify the Supplier within five days of delivery. The Customer must give The Supplier, and any carrier, a fair chance to inspect the damaged goods.

Responsibility for Goods

For goods that are delivered to the premises identified in the Order (or any other location agreed between the Supplier and Customer in writing), the responsibility for and risk in the Goods passes to the Customer:
1. at the time of delivery of the Goods to those premises; or
2. if the Customer fails to accept the Goods, then delivery (and the responsibility for and risk in the Goods passed to the Customer) will be at the time when the Supplier attempted to deliver the Goods to the Customer.
Where Goods are collected by the Customer, the responsibility for and risk in the Goods passes to the Customer at the time when the Supplier notifies the Customer that the Goods are ready for collection.

Ownership of Goods

Ownership of the Goods shall pass to the Customer on receipt by the Supplier of full and cleared payment of the Charges for the Goods.
Subject to section 7.5, ownership of the Goods does not pass to the Customer until the Supplier has received full and cleared payment of the Charges for the Goods (and for any other goods under any other contract between the Supplier and the Customer for which payment for such goods has become due).
Until ownership of the Goods passes to the Customer, the Customer will:
1. keep and store the Goods separately from any goods belonging to any other person or company; and
2. ensure that the Goods remain readily identifiable as belonging to the Supplier. The Customer shall not do anything which may obscure or deface any markings indicating that the Goods belong to the Supplier; and
3. store and keep the Goods in good condition; and
4. insure the Goods from the time at which risk in the Goods passes to the Customer.
If the Customer's business fails, or is likely to fail, the Customer will immediately notify the Supplier and any right of resale of Goods under the Contract shall terminate immediately. (The Customer's business will be treated for this purpose as having failed if it meets any of the termination conditions identified in section 16.2)
Subject to section 7.4, until the time when ownership of the Goods passes to the Customer, the Customer may use or resell the Goods only in its ordinary course of business. If it does resell the Goods in its ordinary course of business, ownership of such Goods shall pass to the Customer immediately before such resale.
Until the time when ownership of the Goods passes to the Customer, the Supplier may require the Customer to deliver up all the Goods to the Supplier. If the Customer fails to do so, the Supplier shall have the right to enter the premises at which the Goods are located and retake possession of those Goods.

Warranties relating to Goods

The specification for the Goods can be found in the Supplier's brochure or on the Supplier's website, (except to the extent that such specification is amended by any drawing, design or specification supplied by the Customer).
Subject to the remaining provisions of this section 8, the Supplier warrants that the Goods will correspond in all material respects with the specification of the Goods, that the Goods will be of satisfactory quality and that they will be free from defects in material and workmanship on delivery and for 12 months from delivery.
If the Customer believes that the Supplier has delivered goods that are defective in materials or workmanship, the Customer must:
1. Inform the Supplier in writing with full details as soon as possible; and
2. Allow the Supplier to investigate the claimed defect, providing the Supplier with access to the Customer’s premises and samples of the products if requested.
The Supplier shall not be liable under the warranty in section 8.2 if:
1. any use is made of the Goods after the Customer has provided the Supplier with notice that the Goods do not meet the warranty (see section 8.5); and
2. any defect(s) in the Goods are due to any specification, drawing or design supplied by the Customer; and
3. any defect(s) in the Goods are due to fair wear and tear, wilful damage, abnormal working conditions, inappropriate storage of the Goods, the Customer's negligence, failure by the Customer to follow any instructions in respect of the Goods, failure by the Customer to follow good practice in respect of the Goods or any misuse of the Goods; and
4. any repair or alteration to the Goods has been made without the prior written approval of the Supplier.
If the Customer considers that any of the Goods do not meet the warranty in section 8.2, then the Customer will promptly provide written notice to the Supplier and will allow the Supplier, at the Supplier's request, to examine those Goods. The Customer will promptly return these Goods to the Supplier at the Supplier's cost if requested by the Supplier. If upon examination of the Goods, the Supplier reasonably determines that the Customer does not have a legitimate claim in respect of the goods not complying with the warranty in section 8.2, it may charge the customer for the cost of returning the Goods from the Customer.
If:
1. the Customer has a legitimate claim in respect of Goods not complying with the warranty in section 8.2; and
2. none of the factors listed in section 8.4 apply; and
3. the Customer has complied with section 8.5,
the Supplier may, at its option, repair or replace the relevant Goods, or provide a refund to the Customer in respect of such Goods. Once it has done so, the Supplier shall have no further liability to the Customer for those Goods.
Except as provided in the Contract, all other warranties or conditions implied by statute or by common law are excluded to the maximum extent allowed by law.

Return of Goods

The Supplier will accept the return of goods from the Customer only:
1. By prior arrangement, confirmed in writing by the Supplier; and
2. On payment of an agreed handling charge by the Customer to the Supplier (unless the Goods were defective when delivered); and
3. Where the goods are as fit for sale on their return as they were on delivery.

Cancellation

Except as set out in section 5, the Customer may not cancel the Order unless the Supplier agrees to the cancellation in writing.
If an Order is cancelled for any reason (other than as set out in section 5), the Supplier may charge the Customer for all Goods (finished or unfinished) that the Supplier holds for the Order, or which the Supplier is committed to purchase or manufacture for the Order.

Export Terms

Where the Goods are to be supplied to the Customer by way of export from a country where the Supplier is storing or manufacturing the Goods prior to delivery (Exports), section 11 of these terms applies (except to the extent that it is inconsistent with any written agreement between the Supplier and the Customer).
The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to Exports, but these terms prevail to the extent that there is any inconsistency.
Unless otherwise agreed, the goods are supplied ex works (EXW) from the Supplier’s place of manufacture or storage location.
Where the Goods are to be sent by the Supplier to the Customer by a route including sea transportation, the Supplier is under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
The Customer is responsible for arranging testing and inspection of the goods at the Supplier’s premises before shipment (unless otherwise agreed). The Supplier is not liable for any defect in the goods which would be apparent on inspection unless a claim is made by the Customer before shipment. The Supplier is not liable for damage to the Goods during transit.
The Supplier is not liable for death or personal injury arising from the use of the Goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

Indemnity

If the Customer provides any specification, drawing or design to the Supplier in respect of the Goods, the Customer shall indemnify the Supplier against all losses, costs and expenses incurred by the Supplier in respect of any claim, made to the Supplier from a third party, that the Supplier's use of the specification, drawing or design in relation to the Goods, infringes that third party's intellectual property rights.

Agency

The Customer is not the agent of the Supplier. The Customer has no authority to make any contract on the Supplier’s behalf or in the Supplier’s name.

Obligations of Customer

The Customer will:
1. ensure that the Order, the Customer Materials and any other materials or information (including any specification, design or drawing for the Goods) which the Customer supplies to the Supplier are complete and accurate; and
2. promptly provide the Supplier with such materials and information as the Supplier requires to supply the Goods, and
3. comply with all applicable laws and relevant regulatory obligations
If the Supplier is delayed or unable to fulfil any of its obligations under the Contract due to any act or omission of the Customer (Customer Failure), then the Supplier may rely on such Customer Failure to relieve it from its obligations under the Contract.
To the extent that the delay or inability at section 14.2 is due to the Customer Failure, then without limiting or otherwise compromising any other rights or remedies available to it, the Supplier:
1. may suspend the supply of Goods until the Customer makes good the Customer Failure; and
2. shall not be liable for any losses, costs or expenses which the Customer suffers or incurs because of any delay or suspension which is attributable to the Customer's Failure; and
3. may request immediate payment by the Customer of any losses, costs or expenses which the Supplier suffers or incurs because of the Customer Failure.
Any right of suspension under this section is additional to any rights available to the Supplier under the law of any relevant jurisdiction.

Liability

Subject to section 15.3, the Supplier is not liable to the Customer for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort, breach of contract, indemnity or otherwise under or in connection with the Contract.
Subject to section 15.3, the Supplier's liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Customer to the Supplier under the Contract.
Nothing in the Contract shall exclude or limit either party's liability for any death or personal injury caused by negligence or for any other liability which cannot be excluded or limited by law.

Termination

Without prejudice to any other rights and remedies available to it, the Supplier may terminate the Contract, without any liability to the Customer, if:
1. the Customer fails to pay any amount under the Contract when it is due
2. the Customer commits a material breach of the Contract and fails to rectify the breach within 5 working days, or
3. the Customer's business fails as set out in section 16.2.
For the purpose of this section the Customer's business will be treated as having failed if:
1. the Customer is or appears to be unable to pay its debts as they fall due
2. the Customer makes any voluntary arrangement with that other party's creditors
3. (being an individual or firm) the Customer becomes bankrupt
4. (being a company) the Customer becomes subject to an administration order or goes into liquidation
5. any third party takes possession of, or enforces rights over, any of the Customer’s property or assets under any form of security
6. the Customer stops or threatens to stop carrying on business
7. the Customer suffers any process equivalent to any of these, in any jurisdiction; or
8. the Supplier reasonably believes that any of the events mentioned above are about to occur and notifies the Customer accordingly.
Upon termination of the Contract, however caused, and without prejudice to any other rights or remedies available to the Supplier, the Customer shall pay to the Supplier on demand:
1. all Charges and other sums due but unpaid at the date of such demand, together with any interest accrued according to the terms of section 4.4; and
2. any Charges under any invoice which the Supplier raises after termination, relating to any Goods which have been supplied prior to termination, but for which the Supplier had not yet raised an invoice before termination; and
3. any costs and expenses incurred by the Supplier in recovering the Goods and/or in collecting any sums due under the Contract (including any storage, insurance, repair, transport, legal and remarketing costs).
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
Any term of the Contract which is specifically stated to continue or which, by its very nature, is intended to continue after termination of the Contract, shall continue to bind the parties following termination or expiry of the Contract

Events beyond the reasonable control of the Supplier (‘Force majeure')

The Supplier shall not be liable to the Customer for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control. Examples of those events include acts of God, accidents, explosions, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty obtaining supplies.

General

The Contract represents the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements, representations or understandings between the parties. The parties agree that they shall have no rights or remedies in relation to any representation or warranty that is not included in the Contract.
The Customer shall not assign, sub-contract, delegate, or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of the Supplier.
If any provision of these Terms is held by a competent authority to be invalid or unenforceable, in whole or in part, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. The validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
No single or partial exercise or failure or delay in exercising any right, power or remedy by a party under the Contract, howsoever arising, shall operate as a waiver by that party of, or impair or preclude any further exercise of that right, power or remedy. To be valid and effective, any waiver must be in writing.
Unless otherwise expressly stated, nothing in the Contract will create or confer any rights or other benefits pursuant to the Contracts (Rights of third Parties) Act 1999 in favour of any person other than a party to the Contract.
Any notice given to a party under or connections with these Terms shall be in writing and shall be:
1. Delivered by hand or pre-paid first-class post or other next working day delivery service at its registered office; or
2. Sent by email to an email address that the parties have regularly used to communicate regarding Contract matters.
Any notice shall be deemed to have been received:
1. If delivered by hand, at the time the notice is left at the proper address; and
2. If sent by pre-paid first-class post or other next working day delivery service, 9.00am on the second business day after posting or at the time recorded by the delivery service; and
3. If sent by email, at the time of transmission, or, if this time falls outside business hours in the place or receipt when business hours resume.
4. This section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Contract will be governed by the law of England, and the parties submit to the exclusive jurisdiction of the English courts.

Terms and conditions of sale of goods - Old