Full Terms & Conditions of Sale for AstroSport Ltd.
a. ‘The Company’ means AstroSport Limited, Wyton Lodge Farm, Kirklington Road, Hockerton, Southwell, Nottinghamshire, NG 25 0PH.
b. ‘The Customer’ means the person, firm or company to whom a tender or quotation is addressed or whose order is accepted by the Company and (where the context so requires) shall include any architect or agent employed or engaged by the Customer to whose instructions the Works are carried out.
c. ‘The Contract’ means any Contract for the sale of Goods or Works by the Company to the Customer.
d. ‘The Goods’ means any Goods forming the subject matter or part of the subject matter of this Contract including parts and components of or material incorporated in them.
e. ‘The Works’ means any Works forming the subject matter or part of the subject matter of this Contract.
All quotations are made and all orders are accepted subject to these Terms and Conditions. All conditions of the Customer or other terms and conditions or warranties (express or implied) whatsoever are excluded from the Contract or any variation unless expressly accepted by the Company in writing. Acceptance of any Goods or Works shall be deemed to be unqualified confirmation of acceptance of these Terms and Conditions which in any event shall be deemed to be delivered first and last in time.
3. Validity of Quotation
a. Unless previously withdrawn or more specifically stated the Quotation is open for acceptance within 28 days from the date hereof and thereafter is subject to confirmation by the Company at the time of such acceptance.
b. The Customer’s written acceptance of the Quotation must be accompanied by sufficient information to enable the Company to proceed with the order forthwith; and where such information involves alteration of the quotation the Company is at liberty to amend the price to cover any increase in cost which may reasonably be incurred in consequence of such alteration. Telephone orders must be confirmed in writing and no responsibility is accepted for inaccuracies in orders given by telephone and not so confirmed.
Cancellation of the order by the Customer for whatsoever reason shall entitle the Company to payment of all costs, expense and losses of the Company arising therefrom and including actual and anticipated costs, expenses and losses. Notwithstanding any instruction received to the contrary from the Customer cancellation will only be deemed to take effect after payment of the said costs, expenses and losses. In relation to ‘fixed term’ contracts these losses will be deemed to be the value of the remaining length of the contract. Full charges will also be made where the Company’s technician is unable to carry out the Works because the surface is in use or access is prohibited.
5. Terms of Payment
a. Except where otherwise agreed in writing by the Company all accounts are strictly for settlement 28 days net from the date of invoice. Incomplete orders do not constitute a reason for withholding payment by the due date.
b. The Company reserves the right to charge interest on accounts in arrears and overdue payments will be collected through the County Court at the discretion of the directors.
6. Delivery and Work Schedule Dates and General Preparation
a. Delivery and schedule dates and periods are approximate only. Whilst every effort will be made to meet such dates the Company will not be liable if such dates are not met. The estimated time of delivery and Works runs from actual receipt by the Company of the customer’s written order.
b. If the Customer shall default in any obligation to the Company or appear unable to pay its debts or shall fail to make due payment of all monies due to the Company on whatever account, until such monies have been paid, the Company may withhold delivery of Goods or Works or any part thereof whether or not the property and/or risk in the Goods and Works shall have passed to the Customer
c. Claims in respect of delivery will not be considered unless both the Company’s carrier and the Company have been advised (otherwise upon the carrier’s documents) within three days of receipt of delivery advice notice if Goods are not delivered or if damage pilferage or shortage is revealed upon receipt of the Goods.
d. The Company accepts no responsibility for delays or the consequences thereof caused by strikes, lockouts, breakdowns, fires, dispute with workmen, flood, weather, accident, delay in transport, shortage of fuel, default of any supplier, inability to obtain material, embargo act or demand of any Government Department or Local Authority or as a consequence of war or of hostilities (whether war be declared or not) or (without prejudice to the generality of the foregoing) by any other matter whatsoever beyond the vendor’s reasonable control. If any such delay occurs then (unless the cause frustrates or renders impossible or illegal the performance of this Contract or otherwise discharges it) the period for the Company to perform its obligations shall be extended by such period ( not limited to the length of the delay) as the Company may reasonably require to complete the performance of its obligations.
e. If the Customer’s instructions or lack of instructions cause delay the Company will require an extension to the time of delivery or works originally agreed.
g. Each delivery or amount of works shall be deemed to be a separate Contract for the purpose of these conditions. Failure to comply with one or more of the delivery or works dates shall not be deemed to be a repudiation of the balance of Contract.
i)The customer must ensure that the pitch is not in use and any netting, goals and equipment are removed from the pitch. Where equipment is not removed from the pitch the Company cannot accept any damage caused as a result.
ii)Where line markings are carried out the pitch must be kept clear for 48 hours whilst paint cures.
7. Prices and Quotations
a. All prices quoted or listed are exclusive of VAT which is payable at the rate prevailing.
b. The Company shall be entitled to adjust the selling price of the Goods or Works in the event of any variation by manufacturers or suppliers in the cost to the Company of raw materials or constituent parts of the Goods or Works.
b. The Customer agrees that (prior to the payment of the whole purchase price for the Goods or such other sums as aforesaid to the Company) the Company or its authorised representatives may at any time enter on the Customers premises without prior notice and may remove the Goods thereon.
8. Retention of Title in Goods whilst at Purchaser’s Risk
a. No title or property in the Goods shall pass to the Customer until the Customer has paid to the Company the whole purchase price thereof and any other sums due to the Company from the Customer.
c. Notwithstanding that no title or property in the Goods shall have passed to the Customer the Goods shall be at risk of the Customer from time of collection by or delivery to him.
9. Designs and Drawings
a. Where designs are prepared by the Company to the Customer’s requirements, the terms of the acceptance of the Contract are conditional upon such designs having been previously discussed with, and fully approved by, the Customer but provided the Goods or Works in question comply with the original design or function the Customer undertakes to make payments in full within the specific period.
b. The contract price is based upon the particulars supplied by the Customer at the time of quotation. Any additional work or materials found to be necessary subsequently and which was not apparent from the particulars will be charged extra.
c. Unless performance stipulations have been expressly given by the Company in writing prior to the date of Contract the Company shall be under no liability merely for failure to obtain any particular performance.
10. General Liability and Maintenance Guarantee
a. In lieu of any warranty condition or liability implied by law the liability of the Company in respect of any defect or failure of the Goods supplied or Works carried out or for any loss or injury or damage attributable thereto is limited to making good by supplying new parts or repairing defects which under proper use appear therein and arise solely from faulty design, materials or workmanship attributable to the Company within a period of twelve months (or such other period as may be mutually agreed) after the original Goods shall have been first delivered or the Works completed at the termination of which period all liability on the Company’s part shall cease. Provided always that such defective parts are promptly returned free to the Company’s Works unless otherwise arranged.
b. No claims will be entertained for expenditure in altering or repairing the Goods supplied or Works carried out by the Company, nor for any consequent damage without prior knowledge and approval of the Company.
c. The longevity of special line making compounds cannot be guaranteed as the compounds will be affected by outside influences over which the Company has no control including (but without limitation) pitch usage, climatic conditions, and the effect of maintenance works (both machinery and chemicals).
f.(i) Save as otherwise set out in this Clause 10 and save for death or personal injury caused by the negligence of the Company, the Company shall not be liable under any circumstances whatsoever for any indirect, special or consequential loss or damage, costs or expenses (including without limitation loss of profits, loss of use, or loss of revenue) whether such liability arises as a result of breach of contract, negligence, breach of
statute or otherwise.
(ii) Without prejudice to sub-paragraph (I) above where the Works are carried out or the Goods are supplied for the purpose of a business, the Company’s liability whether in respect of one claim or the aggregate of various claims (other than claims for death or personal injury due to negligence on the part of the Company) shall not exceed the invoice price of the Goods and/or Works. The company shall have no further liability to the Customer.
(iii) THE COMPANY SUPPLIES A LARGE NUMBER OF CUSTOMERS WITH A WIDE VARIETY OF REQUIREMENTS. IT IS GENUINELY NOT IN A POSITION TO ASSESS POTENTIAL LIABILITY IN THE EVENT OF ANY BREACH OF CONTRACT OR NEGLIGENCE IN EACH CASE. IN THESE CIRCUMSTANCES THE COMPANY BELIEVES THE EXCLUSIONS AND THE LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS AND CONDITIONS TO BE REASONABLE. CUSTOMERS ARE URGED TO OBTAIN THEIR OWN INSURANCE IF NECESSARY.
(iv) The Customer shall, save where the Company shall have failed to exercise reasonable care in the performance of the Contract, fully indemnify the Company from and against all loss, damage, demands, expenses, claims, actions and proceedings which are incurred by the Company or threatened, demanded, brought, or made against the Company by any third party (including any governmental or other authority) together with all costs and expenses incurred in relation thereto. Liability under this clause will include where the Customer has failed to provide adequate access to the site, or failed to notify the Company of any likely danger or hazard on or in the proximity to the site.
Any claims by the Customer that the Goods supplied or the Works carried out do not conform to the contracts must be made in writing within three days of delivery or completion. The Goods or the Works concerned shall not be subject to any process or disposed of or altered in any way until the Company has had the opportunity to make an inspection and/or test the same. The Customer should examine Goods on delivery and if they are missing or damaged should state details on the Goods received note and immediately inform the Company. If the Goods or Works are found to be defective the Company shall at its option replace them or credit the Customer with their invoiced value and this shall be the limit of the Company’s liability.
12. Legal Construction
The validity, construction and performance of the Contract shall in all respects be subject English law and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.
If the Customer shall fail to pay the Contract price to the Vendor on the due date or if a natural person die or be the subject of an order under the Mental Health Act 1959, or if any distress or execution is levied upon the Customers property or assets or if the Customer shall offer to make any scheme or arrangement with creditors or commit any act of bankruptcy or (being a company)has a receiver or administrative receiver appointed of any part of its undertaking or assets or if a resolution for winding up shall be passed then the Company may treat all sums due or to become due on any account as immediately payable or suspend or cancel further deliveries or require payment in advance thereof or recover any Goods whosoever they are stored or treat the Contract as repudiated by the Customer but without prejudice to any other rights of the Company.
Prices fixed for regular work for more than one year may be subject to an annual increase in line with inflation.