TERMS & CONDITIONS
Standard Conditions of Sale – JANUARY 2017
1 Definitions
1.1 “Buyer” means the person who buys or agrees to buy goods from the Seller.
1.2 “Conditions” means the Terms & Conditions of Sale set out in this document
1.3 “Delivery Date” means the date specified by the Seller when the goods are to be delivered.
1.4 “Goods” means the articles which the Buyer agrees to buy from the Seller.
1.5 “Price” means the price for the Goods excluding carriage, packaging, insurance, and VAT
“Seller” means CG GLOBAL PRODUCTS LTD T/A CLUB GREEN. of The Tyrrell Building, Long Reach, Ockham, Woking, Surrey, GU23 6PG.
2 Conditions Applicable
2.1 These conditions shall apply to all contracts for the sale of goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any which the Buyer may purport to apply under any purchase or similar document..
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these Conditions.
2.3 These Conditions shall apply to all contracts for the Sale of Goods by the Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyers acceptance of these Conditions.
2.4 Any variation to these Conditions shall be inapplicable unless agreed in writing by the Seller
2.5 All headings in this contract are for reference only and shall not affect the construction of this contract.
2.6 Any provision of this contract which is or may be void or unenforceable shall be deemed severable and shall not effect any other provisions of this contract.
3 The Price and Payment
3.1 The price shall be the price quoted by the Seller
3.2 The Seller operates a fluid pricing policy and may without prior notification and at any time before delivery date alter the price of the goods
3.3 The price is exclusive of VAT which shall be due at the rate ruling on the date of the Sellers Invoice.
3.4 Payment of the Price and VAT shall be due in full within 28 days of the date of the invoice.
3.5 Where the Buyer places an order for goods for the first time from the Seller, the Buyer shall be invoiced for the Goods in advance on a proforma invoice and the Seller shall not be bound to despatch or deliver the Goods until the Buyer has paid for them in full. In such cases payment shall be due on or before the date of despatch of the Goods.
3.6 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Barclays Bank base rate from time to time in force and shall accrue after as well as before any judgment.
3.7 The Buyer may not withhold payment of any invoice or the amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have against the Seller
3.8 The seller shall be entitled to a general lieu on all Goods of the Buyer under this or any contract.
3.9 At the Seller’s absolute discretion a credit A/C may be opened following receipt of two individual orders over a price of £100 supported by two satisfactory trade references, the Buyer’s bank details and upon satisfactory completion of the Seller’s credit application form.
4 The Goods
4.1 The quantity description of the Goods shall be as set out in the Seller’s price list
4.2 Where the sale is made by description the Goods shall be supplied in accordance with the description contained in the Seller’s price list or catalogue but the Seller cannot accept responsibility nor liability for changes in colour and/or texture of the Goods which may occur from time to time
4.3 All Goods are offered subject to availability and the Seller cannot be held responsible or liable for items which may become discontinued or unavailable.
5 Warranties and liability
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. All other warranties conditions and terms relating to fitness for purpose/merchantability/condition of the Goods implied by statute or common law or otherwise excluded
5.2 All implied terms conditions and warranties (whether implied or made expressly) by the Seller its servants or agents (other than those in this clause) are excluded.
6 Delivery of the Goods
6.1 Delivery of the Goods to the Buyer shall not be the essence of this contract.
6.2 Delivery of Goods which exceed £100.00 (net) in value and do not exceed 30kg in weight will be delivered to the Buyer on or before the Delivery Date at no cost to the Buyer. The cost of delivery of any Goods other than those specified above, or where a specific type of delivery or Delivery Date is requested by the Buyer or where the Seller (in his absolute discretion deems necessary for any reason) shall be borne in full by the Buyer.
6.3 The Seller shall in its absolute discretion elect the method of delivery of the Goods to the Buyer.
6.4 Delivery of the Goods shall be made at the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.5 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all and the Buyer shall not be entitled to refuse to accept delivery of the goods or treat late delivery as a breach of this contract.
6.6 Not withstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods provided that delivery shall be tendered any time within 3 months of Delivery Date.
6.7 The Seller may cancel this contract at any time before the goods are delivered by giving written notice to the Buyer. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation
7 Acceptance of the goods
7.1 The Buyer shall be deemed to have accepted the Goods 1 day after delivery to the Buyer
7.2 After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with the contract.
7.3 If the Buyer rejects Goods which are not in accordance with the Contract the Buyer shall nonetheless pay full price for such Goods unless he promptly gives notice in writing of the rejection to the Seller. The Buyer shall return such Goods to the Seller before the date when payment of the Price is due.
7.4 Where the sale is made by sample the bulk of the Goods will correspond with the sample in quality provided that the Seller shall have no liability to the Buyer unless more that 15% of the Goods do not so correspond.
7.5 Where the sale is made by sample the Buyer shall be deemed to have had a reasonable opportunity of comparing the bulk of any of the Goods with the sample after 3 days from delivery has expired.
7.6 Where the sale is made by sample and upon the Buyer having been deemed to have had a reasonable opportunity of comparing the bulk of the Goods with the sample the Buyer will also be deemed to have notice of any defect rendering the Goods not in accordance with the contract and to have accepted all the Goods delivered.
7.7 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
7.8 If the Seller agrees to accept any Goods for return the Buyer shall be liable to pay a re-stocking (handling) charge of 15% of the invoice price. Such Goods must be returned by the Buyer carriage-paid in their original shipping carton.
7.9 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer’s or stored at the Buyer’s cost without prejudice to any rights or remedies of the Seller.
Refund Policy
If you have changed your mind about keeping your purchase, please notify us within 3 days and return the item in its original condition and packaging, so we can exchange or refund it. The refund will incur a 15% re-stocking charge.
If the item is faulty, we will refund the cost of the goods plus any postage incurred in full.
8 Title and Risk
8.1 Goods shall be at the Buyers risk from delivery
8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until the Buyer shall have paid the Price plus VAT and no other sums at all shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer in accordance with the provisions of Clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailer for the Seller. The Buyer shall store the Goods (at no cost to the Seller) in such a way that they are clearly identified as the Seller’s property.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of his business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of the sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identifiable as the Seller’s money.
8.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that the property in any of the Goods has not passed.
8.6 Until such time as the property in the Goods passes from the Seller the Buyer shall upon request and at his own expense deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises own occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8 The Buyer shall at his own cost insure and keep insured the Goods at the Price against “all risks” to the reasonable satisfaction of the Seller until the date that the property in the Goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9 Remedies of Buyer
9.1 Where the Buyer rejects any Goods then he shall have no further rights whatever in respect of the supply of such Goods or the failure by the Seller to supply Goods which conform to the contract..
9.2 Where the Buyer accepts or has been deemed to have accepted any goods then the Seller shall have no liability at all to the Buyer in respect of those Goods.
9.3 The Seller shall be under no liability whatever to the Buyer for any indirect loss expense (including loss of profit or other consequential loss at all) suffered by the Buyer arising out of breach of contract by the Seller.
9.4 The Seller’s liability to the Buyer, whether for any breach of contract or otherwise shall not in any event exceed the Price of the Goods and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Buyer or liability to third parties incurred by the Buyer or other consequential loss.
9.5 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the Seller’s liability under this contract exceed the Price.
9.6 The Buyer shall inspect the Goods on delivery and shall within 3 days of delivery notify the Seller in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
9.7 The Buyer shall notify the Seller of any non-delivery of all or any of the Goods within 7 days of the date of despatch (as stated on the invoice). Notwithstanding the receipt by the Seller of any such notice a clear signature on a carrier’s delivery advice sheet shall be deemed to signify receipt of the quantity of Goods/cartons indicated on the advice sheet.
9.8 The Seller shall not be liable to the Buyer for any claims resulting from any error made by or on behalf of the Buyer.
9.9 All orders placed (whether verbally or written) shall be binding upon the Buyer and no cancellations will be accepted by the Seller.
10 Proper Law of Contract
This contract is subject to the Law of England and Wales and all disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales insolvency or default of the Buyer.
11 Insolvency or default of the Buyer
If the Buyer fails to make payment for the Goods in accordance with this contract or commits any other breach of this contract or if any distress or execution shall be levied upon any of the Buyer’s Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall any analogous proceedings under foreign law all sums outstanding in any respect of the Goods shall become payable immediately. The Seller may in his absolute discretion and without prejudice to any other rights which it may have suspend all future deliveries of Goods to the Buyer and/or terminate the contract without any liability upon its part and/or exercise any of its rights pursuant to clause 8.
12 Force Majeure
Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action,
fire, flood, drought, tempest or other event beyond the reasonable control of either party.
13 Notices
Any notice required to be served pursuant to the contract be in writing and served by first class post or by hand and on the Seller at the Seller’s address or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business.
14 Miscellaneous
The Seller reserves the right to refuse to supply the Buyer with any Goods if an account is not conducted in accordance with the Seller’s terms of contract. All orders are accepted on the basis that the above terms and conditions are fully understood and agreed to by the Buyer.