Standard Terms and Conditions of Sale
- "Buyer" means the purchaser of the Goods;
- "Conditions" means these terms and conditions together with any additional terms provided in writing by SSL to the Buyer at any time during the life of the Contract;
- "Contract" means the contract between the Buyer and SSL for the sale and purchase of the Goods in accordance with these Conditions;
- "Goods" means the goods sold by SSL (or any part of them) set out in the order;
- "SSL" means Specialist Sports Limited, 140 Mauretania Road, Nursling Industrial Estate, Southampton, SO16 0YS, United Kingdom.
- These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- All orders for the Goods shall be deemed to be an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the order are complete and accurate.
- Notwithstanding that SSL may have given a detailed quotation, acceptance of orders shall be at the entire discretion of SSL. SSL shall be entitled to accept part only of any order submitted to it by the Buyer.
- The order or part of the order shall only be deemed to be accepted when SSL issues written acceptance of the order or part of the order, at which point the Contract shall come into existence.
- The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of SSL which is not set out in the Contract.
- Any samples, drawings, descriptive matter, or advertising produced by SSL and any descriptions or illustrations contained in SSL’ catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
- New Customers
- SSL reserves the right to refuse to accept any order placed by the Buyer if the Buyer is a new customer of SSL, until a report from a credit reference agency in relation to the Buyer which is satisfactory to SSL has been received by SSL and SSL has approved and opened the Buyer's account.
- Notwithstanding condition 8, prior to the opening of an account for the Buyer with SSL, no Goods shall be delivered to the Buyer until SSL has received payment in full for the Goods.
- Passing of title and risk
- Risk in the Goods shall pass to the Buyer on completion of delivery.
- Title in the Goods shall not pass to the Buyer until SSL receives payment in full (in cash or cleared funds) for the Goods and any other goods that SSL has supplied to the Buyer.
- Until title in the Goods has passed to the Buyer, the Buyer shall:
- store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as SSL’ property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify SSL immediately if it becomes subject to any of the events listed in condition 14(a)(iv);
give SSL such information relating to the Goods as SSL may require from time to time.
- Subject to condition 4(e), the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before SSL receives payment for the Goods. However, if the Buyer resells the Goods before that time:
- it does so as principal and not as SSL’ agent; and
- title to the Goods shall pass from SSL to the Buyer immediately before the time at which resale by the Buyer occurs.
- If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in condition 14(a)(iv), then, without limiting any other right or remedy SSL may have:
- the Buyer’s right to resell the Goods or use them in the ordinary course of business ceases immediately; and
- SSL may at any time:
- require the Buyer to deliver up all the Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
- if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored and recover them.
Any samples, drawings, advertising, specifications or other materials provided or contained in any brochure, promotional or other literature ("Specifications") are approximate only and SSL reserves the right to alter such Specifications and to supply Goods to the Buyer reflecting such altered Specifications without prior notice to the Buyer provided that such alterations do not materially affect the characteristics of the Goods.
- Special handling
Buyers requiring special handling for the Goods shall promptly notify SSL of such requirements and, if SSL agrees to comply with such request (which, for the avoidance of doubt, it is not obliged to do), the special handling service shall be provided subject to additional terms and conditions which shall be issued by SSL to the Buyer and the Buyer may be charged a fee in addition to the price of the Goods or the invoice may be adjusted, as determined by SSL depending on the Buyer's individual requirements.
- Subject to condition 7(c), the prices payable by the Buyer for the Goods will be the list prices of SSL current at the date of delivery less any discounts applied entirely at SSL’ discretion.
- Unless otherwise stated in writing, all prices are exclusive of value added tax which will be charged by SSL and will be payable by the Buyer at the appropriate rate, in addition to the price of the Goods.
- SSL may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
- any factor beyond SSL’ control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and manufacturing costs);
- any request by the Buyer to change the delivery date, quantities or types of Goods ordered; or
- any delay caused by any instructions of the Buyer or failure of the Buyer to give SSL adequate or accurate information or instructions.
- The price of the Goods is exclusive of the costs and charges of transportation of the Goods, which shall be invoiced to the Buyer.
- Terms of payment
- SSL may invoice the Buyer for the Goods on or at any time after despatch of the Goods.
- Terms of payment shall be communicated to the Buyer by SSL on successful completion of a credit assessment. Such terms shall be subject to regular review and may be amended at any time at the discretion of SSL on providing reasonable notice to the Buyer. In the absence of confirmation of the terms of payment by SSL the Buyer shall pay the invoice in full and cleared funds within 30 days of the date of the invoice. Time for payment is of the essence.
- SSL may charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on any amounts outstanding from the Buyer from the due date of payment until the actual day of payment.
- SSL shall be entitled to allocate payments received from the Buyer against any invoice issued to the Buyer that is due for payment.
- All payments to SSL shall be made either by direct debit, bank transfer or debit card (at the Buyer’s cost).
- The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). SSL may at any time, without limiting any other rights or remedies it may have, set-off any amount owing to it by the Buyer against any amount payable by SSL to the Buyer.
- The price of the Goods is inclusive of carriage when order is in excess of £150.00 net to UK address or €500 to Eire. Export orders to other countries will be charged to reflect cost to SSL. When order is less than £150.00 or €500 if sent to Eire a carriage charge will be added to invoice.
- All Goods despatched by courier, air freight or any other special service at the request of the Buyer shall be subject to a surcharge.
- SSL shall deliver the Goods to the location set out in the order or the Buyer shall collect the Goods from SSL’ premises (“Delivery Location”) at any time after SSL notifies the Buyer that the Goods are ready. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
- All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of SSL. Time of delivery shall not be of the essence of the Contract.
- SSL shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from obtaining or delivering the Goods.
- If the Buyer fails to take or accept delivery of the Goods within 3 business days of SSL notifying the Buyer that the Goods are ready, then, except where such failure is caused by the SSL’ failure to comply with its obligations under the Contract:
- delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourth business day after the day on which SSL notified the Buyer that the Goods were ready; and
- SSL shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
- If 10 business days after the day on which SSL notified the Buyer that the Goods were ready for delivery the Buyer has not taken or accepted delivery of them, SSL may resell or otherwise dispose of part or all of the Goods.
- Once an order placed by the Buyer has been accepted by SSL it cannot be cancelled by the Buyer without the prior written consent of SSL.
- SSL reserves the right to cancel any order and/or terminate any contract to which these Conditions apply, at any time without giving any reason.
- Orders accepted by SSL for custom-made adidas mi team products are non-cancellable and subject to mi adidas / mi team terms & conditions. In relation to 'Production and Delivery' – mi team clause 5.1 “Order delays” clearly states – ” there can be delivery delays with mi team orders which can be caused by unexpected high order quantities”.
- Good stock returns
- The Buyer shall not have the right to return any non-defective Goods supplied in accordance with the Contract, without prior authorisation from SSL and at SSL’s sole and absolute discretion.
- All returns authorised by SSL must be returned in a re-saleable condition ensuring that any identifying mark or original packaging (including serial numbers or barcodes) on or relating to the Goods have not been destroyed, removed, defaced or obscured and ensuring that the Goods are returned to SSL without any identifying mark (including serial numbers or barcodes) of the Buyer.
- Should there be extenuating circumstances under which the return of non-defective Goods supplied in accordance with the Contract is accepted by SSL, SSL reserves the right to apply a handling charge in respect of the returned Goods.
- SSL cannot be held responsible for lost returns (save where SSL is directly responsible for such loss).
- mi adidas / mi team products are custom made to order and relate exclusively to a specific non-cancellable customer order. That means SSL cannot accept returns, except in cases of manufacturing defects.
- Defective and damaged products
- SSL warrants that on delivery the Goods shall be free from material defects in design, material and workmanship.
- Subject to condition 13(c), if:
- claims that the Goods do not comply with the warranty at condition 13(a) are notified in writing to SSL within 7 days of delivery; and
- SSL is given a reasonable opportunity of examining such Goods; and
- the Buyer (if asked to do so by SSL) returns such Goods to SSL’ place of business at the Buyer’s cost,
SSL shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
- SSL shall not be liable for Goods’ failure to comply with the warranty at condition 13(a) in any of the following events:
- the Buyer makes any further use of the Goods after giving notice in accordance with condition 13(b);
- the defect arises because the Buyer failed to follow SSL’ oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
- the Buyer alters the Goods without the written consent of SSL;
- the defect arises as a result or fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- Except as provided in this condition 13, SSL shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in condition 13(a).
- Without affecting any other rights or remedies to which it may be entitled, SSL may give notice in writing to the Buyer terminating the Contract immediately if:
- the Buyer fails to pay any amount due under these Conditions on the due date for payment and remains in default for more than 14 days;
- the Buyer commits a material breach of any of these Conditions and (if that breach is remediable) fails to remedy that breach within 30 days of that party being required in writing to do so;
- the Buyer repeatedly breaches any of these Conditions in a manner as to reasonably justify in SSL’ opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions; or
- an order is made or a resolution is passed for the winding up of the Buyer, or an order is made for the appointment of an administrator to manage the affairs, business and property of the Buyer, or such an administrator is appointed, or a receiver is appointed of any of the Buyer’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the Buyer takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the Buyer with its creditors or an application to a court for protection from its creditors is made by the Buyer.
- On termination of the Contract for any reason the Buyer shall immediately pay to SSL all of SSL’ outstanding unpaid invoices and interest.
- Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
- Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- Limitation of Liability
- Nothing in these Conditions shall limit or exclude SSL’ liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation; or
- any matter in respect of which it would be unlawful for SSL to exclude or restrict liability.
- Subject to condition 15(a):
- SSL shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- SSL’ total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100,000.
- Additional obligations of the Buyer
Where the Buyer sells the Goods through retail premises, the Buyer undertakes at all times during the life of the Contract to store and display the Goods in clean conditions, in an attractive manner and by reference to sports or Adidas category (as appropriate) and generally so as to enable customers of the Buyer to compare and contrast the Goods with other appropriate products.
- Retail prices
SSL may publish suggested retail prices for its products. The Buyer is, however, entirely free to resell the Goods at whatever price it considers appropriate.
- The paragraph headings of these Conditions are not intended to affect their interpretation.
- Each of the provisions and separable parts of these Conditions shall be construed as independent and standing on its own. Should any part of these Conditions be or become partially or totally invalid or for any reason unenforceable such part shall be deemed deleted and none of the other provisions or parts thereof shall be invalidated or affected in any way and shall remain in full force and effect. Without prejudice to the foregoing, the parties shall attempt to substitute any such invalid or unenforceable provision or sub-provision with a valid or enforceable provision, which achieves to the greatest extent possible, the commercial expectations of the parties as at the commencement date of the Contract.
- A failure by SSL to enforce any right conferred upon it by these Conditions shall not be deemed to be a waiver of such right or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
- If one party needs to give a formal notice to the other it shall do so in writing, sent by pre-paid first class post to the recipient’s registered office address. A notice given in this way shall be deemed to have been received 48 hours after despatch. In proving service it shall be sufficient to prove despatch.
- Unless otherwise notified by SSL in writing, the Buyer shall keep confidential at all times any and all information, data and other items received from SSL or its employees, officers, representatives or advisers..
- SSL shall be entitled, at its absolute discretion and without any compensation, to assign any rights, benefits and obligations of these Conditions to any third party designated by Adidas AG if the distribution agreement between SSL and Adidas AG has expired or terminated.
- A person who is not a party to the Contract shall have no right to enforce its terms.
- Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms, shall be effective unless it is in writing and signed by SSL.
- The Contract, and any dispute or claim arising in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
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Specialist Sports Ltd
140 Mauretania Road
Nursling Industrial Estate
Reg No. 08991225, Registered Address: Moore Stephens LLP, Prospect House, Queens Road, Reading, England, RG1 4RP
Vat No. GB611473762