Orders are accepted by Sport & Play Ltd. (“the Company”) only subject to these terms and conditions (“the Conditions”). As a result these Conditions prevail over any conditions of contract which the Buyer may seek to impose. Placement of his order by the Buyer is deemed conclusive evidence of his acceptance of these Conditions.

"The Buyer" means any person, firm or company requesting the Company to produce or supply a product or service, and includes and servant, agent or sub-contractor of the Buyer. No variation of or addition to these Conditions and no representatives about the goods or services will be binding on the Company unless confirmed in writing by a director of the Company. If any one or more of the provisions of these Conditions becomes invalid, illegal or unenforcable in any respect under any law, the validity and enforceability of the remaining provisions shall not be in any way impaired. The Buyer acknowledges that the Company shall be entitled to enforce each of the paragraphs of these Conditions as separate and severable terms.

QUOTATIONS AND ACCEPTANCE OF ORDERS: All orders are subject to availability of the goods at the date of the Company’s processing of order. The Company reserves the right to decline any orders which it finds to be unsuitable or cannot accommodate.

Any descriptions, illustrations and particulars in the Company’s brochures, advertisements or other literature are approximate and give an indication only and form no part of the contract. Any extras ordered but not specified in the Company’s quotation will be charged separately, as will the cost of any test, adjustment, alteration or addition requested by the buyer.

For export orders it is the responsibility of the Buyer where necessary to obtain an import license and ensure compliance with all regulations concerning admission of goods into the country of delivery and use of the goods in that country.

If no quotation or written acceptance of order is given by the Company and the Company has received an order from the buyer, these Conditions shall still apply.

PRICES: Unless otherwise stated, prices quoted are (1) for goods ex the Company’s works, with shipping carriage and insurance costs and any special packing stipulated by the Buyer extra, (2) exclusive of Value

Added Tax, which (where appropriate shall be charged at the prevailing rate at the date of invoice on all sums charged to the buyer in respect of goods or services supplied, as shall any other tax chargeable to the Company relating to the sale or delivery of the goods, and (3) subject to alteration without notice to allow for fluctuations which may occur between the date of quotation and the date of delivery in the costs of labour, materials, transport, overheads, rate of exchange, import duty or any other costs.

Should expedited delivery be agreed and necessitate overtime or other additional cost, an extra charge may be made.

The Company reserves the right to correct without any liability on its part any errors or omissions in any quotations, invoices or other documents issued by it.

CHANGES IN SPECIFICATION: The Company reserves the right to alter at any time and without prior notice the materials, dimensions, specification, colours and design of its products, and any such alterations shall not affect any contract between the Company and the Buyer provided they do not adversely affect the products in any material way, and that the Company can show it acted generally in good faith.

BUYER’S MATERIALS, SPECIFICATION AND PROPERTYThe Buyer shall give sufficient particulars to enable the Company to deliver at the time or within the period specified.

The Company may reject any details or materials specified by the Buyer, which appear to the Company to be unsuitable.

If the Buyer must perform and act to enable the Company to deliver goods, such act must be performed so that the Company can make delivery within the contract time. If there is default in performing such act, or any alteration is made by the Buyer to the specification or other information supplied by him and the Company is thereby unable to deliver within the contract time, the Company shall be entitled to extend any delivery date given or decline or defer production, and the Buyer shall bear any loss to the Company. Buyer’s property, and all property supplied to the Company by or on behalf of the Buyer will be held, worked on and carried at Buyer’s risk.

The Buyer shall indemnify the Company against all costs, damages, expenses and other liabilities of whatsoever nature incurred by the Company arising out of any claim resulting from compliance with the Buyer’s instructions or specifications.

DESIGN AND PRODUCTION: Due to the indefinable nature of the design and artistic content of the Company’s products, the Company’s obligation is limited to supplying goods reasonably in compliance with the Buyer’s specification. The Company will do its best to reproduce the colour schemes to the Buyer’s specification, but the Buyer shall accept the limitations of fabric and paint Colour availability, and possible variations from the specified shades due to application to the product.

The Company reserves the right to sub-contract the fulfilment of any order or part thereof. Any inspection or tests which the Buyer requires shall be at the Company’s works or at such other place and at such time as shall be specified by the Company. All fees relating to such inspection and tests will be charged to the Buyer.

COPYRIGHT, TRADEMARKS, ETC: All drawings, designs, brochures and literature prepared by the Company and all intellectual property rights in goods supplied by the Company remain the Company’s property. Such drawings, designs, brochures and literature must not be reproduced in any manner without the Company’s prior permission in writing.

The Buyer may not at any time remove, erase, alter or deface the Company’s name or trademark or attach or inscribe any other trade name or mark onto the Company’s products, without the Company’s express permission in writing.

RISK: Risk of damage to goods and all public liability risks associated with the goods shall pass to the Buyer upon delivery to the Buyer or its agents. Delivery is “ex works”. Where any further delivery arrangements are made by the Company, this is done as agent for the Buyer and at the Buyer’s risk.

PAYMENT AND TITLE TO GOODS: Unless credit terms are agreed in writing, payment must be made in full and cleared before goods are dispatched. Until payment has been received in full for all goods, work and materials comprised in contracts entered into between the Company and the Buyer on or before the delivery date, full legal and beneficial ownership of the goods and materials shall be retained by the Company.

Pending the passing of title in the goods and materials to the Buyer, the Buyer shall hold those goods and materials in a fiduciary capacity as the Company’s bailee free from any charge, lien or other encumbrance and shall not sell, part with, or modify those goods and materials nor incorporate them into another device so as to destroy or obscure there identity without the prior written consent of the Company. The Buyer shall store such goods so that they are at all times clearly identifiable as the Company’s property, and shall insure the goods for there full contract value against “all risks” with an insurance company approved by the Company, with the Company’s interest noted on the policy, which policy shall be produced to the Company upon request.

In the same period, the Company shall be entitled to recover possession of the goods and materials (or any, of them) at any time and for any reason whatsoever and shall be entitled without restriction to lawfully enter upon the premises of the Buyer for the purpose of removing the goods. The Buyer shall pay all costs and expenses incurred by the Company in exercising this right. Such goods may be resold without notice to the Buyer and without prejudice to the Company’s right to claim damages against the Buyer.

Pending the passing of the title in the goods to the Buyer, the Buyer may only dispose of the goods upon terms previously approved in writing by the Company. If, pending the passing of title in the goods to the Buyer, the Buyer sells or otherwise disposes of the goods in such manner as to pass valid title to a third party, the Buyer shall hold the full proceeds of such a sale (and pending payment, the right to receive the proceeds of such a sale) on trust for the Company in a separate and identifiable bank account. During the same period, the buyer will pay the said proceeds to the Company on demand notwithstanding that any period of credit extended to the Buyer may not have expired. In addition the Buyer agrees that it will assign to the Company upon the Company’s request all of its rights (under such a contract of sale) against any subsequent purchaser of the goods.

Notwithstanding anything contained in these conditions, all sums payable to the Company in respect of the contract (whether invoiced or not) shall immediately become due for payment in the event of their incurring any of the events specified in the “Cancellation” clause set out below. Payment on or before the due date is of the essence. Accordingly, the Company shall upon notice to the Buyer be entitled to withhold delivery and/or suspend performance of the Buyer’s order generally if at the time of the notice payment of any amount stated on any of the Company’s invoices (whether related to the contract or not) is overdue. If the Buyer fails within 14 days of the notice to settle the amount outstanding under the said invoices, the Company shall be entitled to cancel the order and terminate the contract without further notice.

The Buyer shall not be entitled to retain, deduct or defer any sums whatsoever due to the Company on account of any dispute, cross claim or set off which it might have with the Company or with any other company in the same group of companies as the Company.

The Company reserves the right at any time to charge interest on any overdue payments at a compound annual rate of 4% above the base lending rate from time to time of the Company’s bankers (or such other rate as may be advised by the Company from time to time) from the date when payment becomes due to the date of actual payment (both before and after any judgement).

Notwithstanding that title may not have passed to the Buyer, the Company may maintain an action for the price of goods supplied. The Buyer acknowledges that nothing in this clause “Payment and Title to Goods” confers any right upon the Buyer to return or reject any goods or services supplied or to refuse, defer or delay payment for them.

LIEN: Without prejudice to other remedies, the Company shall in respect of all unpaid debts and others sums due from the Buyer have a general lien on all goods and property in its possession (whether worked on or not) which are or are intended to become the property of the Buyer, Pursuant to that lien the Company shall be entitled on the expiration of 14 days notice to dispose of such goods or property as it thinks fit and to apply any proceeds towards such debts and other sums and/or costs and expenses incurred in or about effecting the sale.

DELIVERY: Any delivery time stated by the Company is given in good faith but intended as an estimate only and is not therefore to be treated as being of the essence of the contract. Changes to the agreed design will result in delays to quoted delivery times.

The Company shall not be liable to the Buyer (either in contract or tort) for any direct or indirect loss, expense, or damage including, but not limited to, loss of profit or liability to third parties: caused to the Buyer through late delivery of the goods for whatever reason. The Buyer shall not be entitled to reject goods or repudiate its contract with the Company because delivery is effected at other than the quoted time. Where delivery of goods is by installments the Buyer shall not have the right to treat delivery of allegedly faulty goods in any one installment, or the late delivery of any one installment, as a repudiation of the whole contract.

STORAGE: If the Buyer fails to take delivery of the goods, fails to give the Company adequate delivery instructions or does not instigate collection within 14 days of despatch of notification by the Company to the Buyer that the goods are ready, all sums outstanding in respect of the goods shall become due for immediate payment and the Company shall be entitled to:
(a) arrange storage and insurance on the Buyer’s behalf and all charges arising shall be to the Buyer’s account; or
(b) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.

HEALTH AND SAFETY: The safe operation of the Company’s products is the responsibility of the Buyer, who shall be responsible for ensuring that goods purchased from the Company are operated in compliance with all statutory, government and local authority regulations and guidelines.

If any such regulations require amendment to the specification included in the supply contract, the costs of such amendments shall be charged to the Buyer in addition to the contract price.

The Company shall not be liable for any advice or recommendation given by it or its employees or agents to the Buyer as to the storage, application or use of any goods supplied which is not confirmed in writing by the Company. The same is followed or acted upon entirely at the Buyer’s own risk.

The Buyer shall ensure that all guidebooks, instructions, notices and warnings issued by the Company are properly understood and complied with at all times by everyone operating or using the goods, or being in proximity to them. Any alternative to, or variation or translation of the Company’s English text shall be the Buyer’s responsibility.

CONSUMER TRANSACTIONS: Where goods and services are supplied under a Consumer Transaction as defined by the Consumer Transactions (Restrictions on Statements) Order 1976, the statutory rights of the Buyer shall be unaffected by anything set out in these Conditions.

GUARANTEE AND CLAIMS: All conditions or warranties whether implied by statute or otherwise are hereby excluded to the fullest extent permitted by law and only such conditions and warranties as are expressly given by the Company shall apply.

Goods are guaranteed to the Buyer from the date of invoice for the period specified in the quotation or in the price list current at the date of order. The Company’s liability shall be limited to (1) supply of new goods where deemed appropriate or (2) repair of goods at the Company’s premises. Save as aforesaid, the Company hereby excludes all liability both in contract and tort (including any liability for consequential losses, loss of profit and other losses of a similar nature) which it may otherwise have in respect of any faulty or defective goods or services supplied.

Moreover the Company shall not accept liability (1) unless details of the claim are given in writing within the period of the warranty (2) unless the allegedly defective goods are returned clean and dry to the Company’s premises for examination of them by the Company, (3) unless goods are installed and operated as advised by the Company and the Company labels are intact (4) if the goods have been subjected to any incorrect, abnormal or improper use, modification or application by the Buyer or any third party and (5) to accept return of goods if, prior to delivery the Buyer or some person authorised by him has examined the goods, in which case the Buyer shall not be entitled to claim as aforesaid in respect of alleged defects which such examination ought reasonably to have revealed. The Company shall not be liable for the failure of the goods to be fit for any particular purpose which it has not recommended even if the Buyer has previously used the goods successfully for an unrecommended purpose.

All goods are likely to be subject to fair wear and tear, for which the Company cannot be held responsible. Every order placed by the Buyer shall, on acceptance by the Company, be treated as a separate contract. If there is more than one contract in the course of performance between the Buyer and the Company, any question, dispute or difficulty which may arise in respect of one of such contracts, or the terms on which it may be settled, shall not in any way affect the performance of the other contract or contacts.

UNFAIR CONTRACT TERMS ACT: Notwithstanding anything hereinbefore contained, the Company is not seeking to exclude or restrict its potential liability for damage in relation to death or personal injury caused by its negligence or that of its servants, agents or sub-contractors.

INDEMNITY: The Buyer shall indemnify the Company and hold it harmless in respect of any liability, loss, claim or proceeding whether under statute or at common law in respect of any damage to property or death of or injury to any person directly or indirectly caused by or by the use, operation, possession or sale of any goods sold by the Company to the Buyer (save where the damage or loss in question arises as a result of any breach of contract or negligence by the Company, its servants or agents).

RETURNED GOODS: All returned goods shall be in a clean and dry condition properly rolled and/or packed. Should the Company judge that the goods are not suitably clean, the Buyer will bear all the costs of removing such goods for cleaning and of the labour to put the goods into fit condition. Transport will be charged for the collection of goods to be repaired at the Company’s premises and for their return to the Buyer.

CANCELLATION: The Buyer shall not be entitled to cancel any orders placed in whole or in part, nor to request delay in completion without the Company’s prior written consent which will only be given on terms which indemnify the Company against all loss.

The Company reserves the right to cancel immediately any contract or order if the Buyer breaches any terms of any contract with the Company or enters into administration, receivership, bankruptcy, liquidation or anything analogous to the same in any jurisdiction or legal proceedings are commenced anywhere in the world involving the Buyer’s solvency. Any exercise of such right of cancellation shall be without prejudice to any other rights which the Company may have against the Buyer, which such rights shall survive the cancellation.

ASSIGNMENT: The Buyer may not assign the benefit or burden of the contract without the written prior consent of the Company which the Company may give or withhold in its absolute discretion.

FORCE MAJEURE: Notwithstanding anything herein contained, neither the Buyer nor the Company is to be held liable for any delay or failure to carry out the contract due wholly or in part to any act of God, action by any government whether British or foreign, civil war, strikes or lock outs wheresoever occurring, fire, trade disputes, floods or unfavourable weather, any material becoming unavailable or irreplaceable (whether at all or at commercially acceptable prices) or lack of delivery of goods through circumstances beyond the control of the Company.

Any such variation or delay in, or failure to carry out the contract shall not affect the Buyer’s obligation to pay for the goods already delivered and work already completed or undertaken.

LAW: These conditions and any contracts made between the Company and the Buyer shall be governed in all respects by the laws of England and the Buyer in entering into a contract with the Company thereupon submits to the jurisdiction of the English Courts.

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