CONDITIONS OF SALE
The Contour Club Ltd (hereinafter referred to as “the Company”)
Registered Office: 165 Gibraltar Street, Sheffield, S3 8UA, South Yorkshire
Company Registration No 12473839
GENERAL
All Quotations or Tenders given and all orders received and accepted are executed
on the basis that the purchaser (“the Purchaser”) is bound by these conditions of
sale (the “Terms and Conditions”). Where there is any inconsistency between these
Conditions and any conditions which the purchaser seeks to impose these
Conditions of sale shall prevail. Where orders specify delivery by instalments, each
such instalment shall be deemed to be a separate contract.
Acceptance of any goods supplied and/or delivered by the Company indicates an
acceptance of these Conditions.
1. VALIDITY OF QUOTATION
a) The Company reserves the right to refuse the Purchaser’s acceptance of a
Quotation given by the Company unless such Quotation is stated to be open for a
specific period and is accepted within such period before being withdrawn. In the
event of the receipt by the Company of an order from the Purchaser, execution of the
order is contingent upon actual availability of goods and will not be binding on the
Company.<
b) Once an order has been placed by a Purchaser following on from the issue of a
Quotation, no orders to the Company may be cancelled.
2. PRICES
a) Unless otherwise agreed in writing, all orders are executed subject to the then
current prices and relevant discounts ruling at the date of despatch and any price list
of the Company whether published or not shall not affect the right of the Company to
charge for goods in accordance with this clause. All prices are subject to the addition
of Value Added Tax at the appropriate rate and all quoted prices are based on the
actual Terms and Conditions at that time.
b) The Company reserves the right to make a handling charge on any orders, the
total invoice price of which (excluding VAT) is less than £250 or any other such value
may be notified in writing to the Purchaser from time to time.
c) Post the placing of an order pursuant to a Quotation, in the event of any change in
the cost of raw materials or labour required to fulfil the order, prices may be subject
to an appropriate variation.
d) By placing an order and making an offer to buy a product, the Purchaser
authorises the Company to transmit information (including any updated information)
or to obtain information about the Purchaser from third parties from time to time and
this may include verification checks involving debit or credit card number or credit
reports in order to authenticate the Purchaser’s identity; to validate the Purchaser’s
credit card; to obtain an initial credit card authorisation; to protect the Purchaser and
the Company from fraud; and to enable the Company to arrange delivery of the
Purchaser’s order to a nominated delivery address.
3. PAYMENT
a) Unless otherwise agreed in writing or the Purchaser is using third party
finance/credit, payment is due in full as indicated in the Terms shown on the Invoice.
b) Where the contract is to be, or may be, fulfilled in separate instalments, delivery or
parts, payment for each instalment, delivery or part shall be made as if the same
constituted a separate contract.
c) No discount or other deductions are allowed unless specified in writing by the
Company.
d) The Company will be entitled to charge interest at 3% above the base rate of
Santander Bank PLC from time to time on all overdue accounts in accordance with
clause 9 of these Terms and Conditions.
e) Notwithstanding Condition 3 (a) the Company shall without prejudice to its other
rights, have the right by notice in writing to the Purchaser to demand immediate
payment of all monies due from the Purchaser to the Company for any goods
delivered at whatever time.
f) A deposit to secure a sale is subject to a 48 hour cooling off period. After this time
no refund will be given.
4. CREDIT
The Company shall be entitled to refuse to accept any order, or to sell on credit to
any proposed Purchaser without providing any reason.
5. CARRIAGE
Unless otherwise stated, goods destined for delivery in the UK mainland will be
carriage paid by the Company providing the order is to minimum value as printed on
the current price list. Any deliveries outside of the UK may incur additional charges
as specified by the Company.
6. CLAIMS FOR SHORT DELIVERY OR DAMAGED GOODS
The Company will not be liable for any loss or damage or shortage during delivery
unless the following conditions are complied with:
a) Notification in writing is received by the Company within seven days of the date of
invoice if the goods are not received.
b) Goods must be examined immediately on receipt. If any items appear to be
damaged or missing the delivery paperwork must be clearly marked “damaged” or
“missing”. The Company must be notified of the damage or short delivery in writing
within twenty-four hours of delivery and within four days of delivery a detailed claim
(including photographs of any alleged damage) must be sent in writing to the
Company and the packaging retained and dealt with as directed by the Company.
7. COMPLAINTS
Unless claims are notified in accordance with this clause 6, the Purchaser shall be
bound to accept and pay for the goods delivered in accordance with clause 3 (a).
8. DELIVERY AND PASSING OF RISK
a) Unless otherwise agreed in writing, delivery shall be made at the Purchaser’s UK
premises specified in the order. Risk in the goods shall pass to the Purchaser on
delivery.
b) Any times quoted for despatch, repair or replacement are estimates only and the
Company shall not be liable for failure to despatch, repair or replace within such
time.
c) In so far as there is a delay in delivery which is caused by some fault of the
Purchaser (including failure to arrange a delivery date), then the Company reserves
the right to levy a service charge of £35.00 per week in relation to storage. During
this time, title to and risk in the goods shall remain with the Company.
d) Where a Purchaser fails to accept deliveries in accordance with the terms and
conditions of the order, the balance of undelivered goods shall be invoiced to the
Purchaser, the goods being held at the Purchaser’s risk and any storage and
additional carriage costs being charged to the Purchaser’s account.
e) The Company will do all it reasonably can to deliver the goods to the Purchaser
within the estimated timescales, but shall not be held liable for any delay or failure to
deliver the Purchaser’s order within the estimated timescale as a result of such
delays. Delays are occasionally inevitable due to unforeseen factors or events
outside the Company’s control, for example, material shortages, travel or
transportation disruption, import delays or higher-than-anticipated demand.
9. PASSING OF RISK AND RETENTION OF TITLE
a) Goods are supplied to the Purchaser by the Company subject inter alia to the
following terms and conditions.
b) Notwithstanding delivery and the passing of risk in goods, title to and ownership of
the goods shall remain with the Company until payment in full for the goods, and for
all other goods supplied by the Company to the Purchaser for which payment is then
due, has been received by the Company.
c) If payment for the goods is overdue in the whole or in part the Company shall be
entitled at any time to require the Purchaser to return the goods at its own cost to the
Company and, if the Purchaser fails to do so forthwith, to enter upon any premises of
the Purchaser or any third party where the goods are stored and re-possess and resell the goods or any of them. Payment for the goods shall become due inter alia
immediately upon the commencement of any act or proceeding in which the
Purchaser’s solvency is involved.
d) Until the Company is paid in full for the goods, and all other goods supplied by the
Company for which payment is then due, the relationship of the Purchaser to the
Company shall be that of a fiduciary and bailee with respect to all goods for which
payment is outstanding and the Purchaser shall keep all such goods separate from
those of the Purchaser and third parties and properly stored, protected, insured and
identified as the Company’s property. A like right for the Company shall apply where
the Purchaser uses the goods in any way so as to be entitled to payment from a third
party. Until the Company is paid in full as foresaid the Purchaser shall be entitled to
re-sell the goods in the ordinary course of its business but shall account to the Seller
for the proceeds of sale of the goods, including insurance proceeds, and shall keep
all proceeds of sale of such goods separate from any monies of the Purchaser or of
third parties.
e) The Purchaser shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the goods which remain the property of the
Seller, but if the Purchaser does so all monies owing by the Purchaser to the Seller
shall be without prejudice to any other right or remedy available to the Seller
forthwith become due and payable.
10. RETURN OF GOODS
a) Subject only to any express terms of a warranty that may apply to the goods
purchased as set out in clause 11, return of goods will not be accepted unless the
Company or its appointed agent, shall first have had the opportunity of examining
some and/or confirming the goods may be returned on the sole basis that they are
faulty/defective or subject to a product recall , unless the Company has agreed
otherwise in writing.
b) Any goods returned in accordance with clause 10(a) which, for any reason, is not
attributable to the Company will be subject to a handling charge of 20% of net value.
c) Any returned goods which are claimed to be defective and on inspection are found
to be in working order may be returned to the Purchaser at the Company’s discretion
and at the Purchaser’s cost.
d) Returned goods should, wherever possible, be packed by the Purchaser in the
original packaging and in any event, be placed in such a manner to ensure the
goods are delivered to the Company without loss or damage. Goods returned to the
Company, which have not been supplied by them, will be returned as received and a
handling and carriage charge will be payable.
11. WARRANTY
a) Any devices(s) supplied by the Company, which fails during its twelve months’ (or
extended) warranty period as a result of faulty workmanship or materials in
manufacture, will be repaired or replaced (at the discretion of the Company), free of
charge, providing the product(s) is forwarded to the Company suitably packed and
carriage paid*. The Company’s liability for shortage, failure or defect and the goods
supplied shall be limited to the cost of making good such shortage, failure or defect
by repair or replacement and the Company shall not in any event be liable for any
direct or indirect damage or loss whatsoever sustained or liability incurred by the
Purchaser. Furthermore, it is the responsibility of the Purchaser to satisfy itself as to
the fitness or suitability of the goods for any particular purpose and the goods are
sold without any warranty, express or implied as to their suitability for a particular
purpose or condition save where the Company has given specific written advice in
connection therewith.
* Accessories and consumables are subject to separate terms.
12. LIABILITY AND INDEMNITY
a) If the fulfilment of an order (or any aspect of it) would be illegal or unlawful,
including by reason of breach of export controls or sanctions, rules, or the
Purchaser fails any of the Company’s fraud detection or anti-money laundering
detection checks, the Company has the right to stop or cease to fulfil the order (or
part thereof) at any time and shall incur no liability in such circumstances.
b) The Purchaser has certain rights as a customer, including legal rights relating to
faulty or misdescribed goods. Nothing in these Terms and Conditions will affect
these legal rights and, in particular, the Company will perform its obligations under
these Terms and Conditions with reasonable care and skill. All descriptive and
forward specifications, drawings and particulars of weights and dimensions issued by
the Company are approximate only, and are intended only to present a general idea
of the goods to which they refer and shall not form part of the contract
c) Any orders delivered to the Purchaser will be of satisfactory quality. However, if
the Company delivers an order that is not of satisfactory quality, the Purchaser can
contact the Company for a repair or replacement.
d) The Company will not be liable, in contract, tort (including, without limitation,
negligence), pre-contract or other representations (other than fraudulent or negligent
misrepresentations) or otherwise out of or in connection with the Terms and
Conditions for any direct, special, incidental, indirect or consequential damages
including loss of profit, loss of opportunity or any losses related to any business
including (without limitation) lost data, earnings or business interruption that result
from the use of, or the inability to use, the purchased goods, even if the Company
has been advised of the possibility of such damages.
e) The Purchaser agrees to fully indemnify, defend and hold harmless the Company,
its agents, officers, directors, employees and suppliers, from and against all claims,
liability, damages, losses, costs and expenses, including reasonable legal fees,
arising out of any breach of these Terms and Conditions by the Purchaser or any
other liabilities arising out of the Customer’s use of the website.
f) Nothing in these Terms and Conditions shall exclude or limit the Company’s
liability for death or personal injury resulting from its negligence or that of its agents
or employees.
13. CORRECTIONS
In the event of any employee of the Company making an error in any term, contract,
offer, acceptance or quotation the Company may by notice in writing to the
Purchaser correct the error in which case (provided that the correction is adverse to
the purchaser) the Purchaser shall be entitled within seven days of such notice to
cancel that portion of the order to purchase to which the said correction relates.
14. PERFORMANCE
Any performance figures given by the Company are estimates based on its
experience and in-house testing and as such are what the Company expects to be
possible using certain reasonable assumptions. The Company does not guarantee
such performance figures and accepts no responsibility whatsoever or howsoever for
the Purchaser attaining such performance figures and therefore shall be under no
liability for damages or failure to attain such figures unless the Company has
specifically and in writing guaranteed performance figures and then only subject to
recognized tolerances applicable to such figures. The Company reserves the right to
update performance figures and protocols as further data becomes available.
15. SUSPENSION OR CANCELLATION OF DELIVERIES
If the purchaser cancels their order the Company shall be entitled to recover loss
sustained thereby from them. The purchaser will indemnify the Company in respect
of any third-party claims arising against the Company by virtue of any act or
omission arising out of the companies’ repudiation of the contact or suspension or
cancellation of deliveries under this condition.
16. LOAN ITEMS
Any loan items will be invoiced and paid for unless they are returned, carriage paid
within 30 days unless otherwise agreed with the Company’s management.
17. COPYRIGHT
All drawings, descriptions and other information submitted by the Company shall
remain the property of the Company together with the copyright therein and promptly
upon request by the Company the Purchaser shall return the same to the Company.
18. DATA
The Company shall keep and use any data relating to the Purchaser in accordance
with the provisions of all relevant data protection legislation to process the
Purchaser’s order and payment and (unless the Purchaser requests the Company
does not do so), to inform the Purchaser about similar products that the Company
provides and essential technical updates. The Purchaser may stop receiving this
information at any time by contacting the Company.
19. FORCE MAJEURE
The performance of all contracts is subject to variation or cancellation owing to Acts
of God, war strikes, pandemics, lockout, fire, drought, riot, civil commotion, restriction
by Government or other competent authority or any other cause beyond the
Company’s control, or owing to the Company’s inability to procure materials or
articles except at enhanced prices due to any of the afore going clauses.
20. HEALTH AND SAFETY
a) The Purchaser shall be responsible for ensuring that all statutory, government or
local regulations are complied with in relation to the operation of any goods
purchased from the Company. Should any local regulations require amendments to
the specification the cost of any such amendments shall be charged to the account
of the Buyer in addition to the original contract price. The Buyer shall ensure that all
instructions, handbooks, notices and warnings issued by the Company are properly
understood and complied with at all times by all persons using the goods or working
within close proximity to them, the Buyer being responsible for the translation of the
English narrative supplied by the Company.
b) It is the Buyer’s responsibility to ensure that any adverse incidents relating to the
goods are reported back to the Company in writing as soon as possible following any
such incident taking place.
21. INSOLVENCY OF BUYER
This clause 21 applies if:
a) The Purchaser makes any voluntary arrangements with its creditor or becomes
subject to an administration order or (being an individual or firm) becomes bankrupt
or (being a company) goes into liquidation (otherwise than for the purpose of
amalgamation or reconstruction), or;
b) An incumbrancer takes possession of or a receiver is appointed to dispose of any
of the property or assets of the Buyer, or
c) The Buyer ceases or threatens to cease to carry on business, or
d) The Company reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Buyer and notifies the Buyer accordingly.
e) If clause 21(a) applies, then without prejudice to any other right or remedy
available to the Company, the Company shall be entitled to cancel the contract or
suspend any further deliveries under the contract, without any liability to the Buyer,
and if the goods have been delivered, but not paid for, the price shall become
immediately due and payable, notwithstanding any previous agreement or
arrangement to the contrary.
22. EXCLUSIONS
Save, as provided by these Terms and Conditions and save for the companies,
implied undertaking as to title etc. contained in S. 12 of the Sale of Goods Act 1979
(liability for death or personal injury resulting from negligence) all other obligations
and liabilities whatsoever of the Company whether in contract or in tort or otherwise
excluded.
23. LEGAL CONSTRUCTION
These Terms and Conditions and any contract following thereon shall be governed
by and construed in accordance with the Laws of England and Wales and Wales and
the parties shall submit to the jurisdiction of the English Courts.
24. GENERAL
a) The Company may change these Terms and Conditions at any time. If any clause
of these Terms and Conditions shall be deemed unlawful, void or for any reason
unenforceable, then that clause shall be deemed severable from the Terms and
Conditions and shall not affect the validity and enforceability of the remainder of
these Terms and Conditions which shall continue to have full force and effect.
b) If the Purchaser breaches these Terms and Conditions and the Company takes
no action it will still be entitled to use its rights and remedies in other situations where
the Purchaser is in breach. No waiver by the Company shall be construed as a
waiver of any proceeding or succeeding breach of any clause of these Terms and
Conditions.
c) The provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly
excluded from these Terms Conditions such that no third party may claim any rights
under these Terms and Conditions.
d) These Terms and Conditions govern the relationship with the Purchaser and
supersede any and all preceding and contemporaneous agreements between the
Purchaser and the Company. Any waiver of any provision of the Terms and
Conditions will only be effective if in writing and signed by a Director of the
Company. The Purchaser confirms that, in agreeing to accept the Terms and
Conditions, it has not relied on any representation save insofar as the same has
expressly been made a clause of these Terms and Conditions and the Purchaser
agrees that it shall have no remedy in respect of any representation. The
Purchaser’s statutory rights are not affected by these Terms and Conditions.
