TERMS & CONDITIONS
1. BASIS OF CONTRACT
1.1. These Conditions shall apply to the Agreement to the exclusion of and shall supersede and prevail over any other terms that the Buyer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and, for the avoidance of any doubt, the Buyer by placing an order for the Goods shall be taken to have agreed to the terms hereof to the exclusion of any other proposed terms whether verbal or written.
1.2. The Order constitutes 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 and any applicable specification submitted by the Buyer are complete and accurate. The Order shall only be deemed to be accepted when Stateside issues a written acceptance of the Order or otherwise begins to process the Order, at which point the Agreement shall come into existence.
1.3. Catalogues, samples, drawings, descriptive matter and other advertising material produced by Stateside are illustrative only and shall not form part of the Agreement. The Buyer agrees that, in submitting the Order, it has not replied on any representations or statements by Stateside other than those expressly set out in the Agreement.
2. PRICES
2.1. Subject to these conditions, the prices for the Goods (“Price”) shall be Stateside’s standard published price lists as amended from time to time.
2.2. Unless otherwise agreed by Stateside, the Price is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer. Changes in the Buyer’s requirements as to specification or delivery may result in an adjustment of the Price.
2.3. Stateside may increase the Price at any time upon reasonable notice provided that the increase does not exceed seven percent (7%).
2.4. Notwithstanding clause 2.3, Stateside may increase the Price with immediate effect by written notice to the Buyer where there is an increase in the direct cost to Stateside of supplying the Goods (including where the increase exceeds 7%) and which is due to any factor beyond the control of Stateside.
2.5. The Price is exclusive of amounts in respect of value added tax (VAT). Where VAT is payable, the Buyer shall, on receipt of a valid VAT invoice from Stateside, pay to Stateside such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
3. PAYMENT
3.1. Payment shall be made in cash, by cheque, by credit card or by telegraphic transfer to the bank account nominated in writing by Stateside at a time agreed by Stateside. Stateside reserves the right to require advance payment from the Buyer before placing orders with its own suppliers. Time of payment is of the essence.
3.2. Stateside reserves the right to require payment for Goods purchased on a pro forma invoice basis.
3.3. Subject to clause 3.2, unless other terms of payment have been agreed in writing between the Buyer and a director of Stateside, payment is due within thirty (30) days of delivery of the Goods.
3.4. Payment shall not be deemed to have been made until clearance of the payment through the banking system.
3.5. If for any cause (other than failure by Stateside to comply with its obligations hereunder) the Buyer is unable or unwilling to accept delivery then Stateside, on giving notice to the Buyer of its readiness to deliver the Goods, shall be entitled to be paid the full price thereof and to charge the Buyer for any storage (which shall be at the Buyer’s risk) and other expenses it may incur.
3.6. If the Buyer shall default in paying any sum to Stateside on the due date, Stateside shall have the right to suspend any further deliveries until the default shall be made good and in the event that such default continues, a right to terminate the Agreement in accordance with the provisions of clause 9.1.1hereof may arise in favour of Stateside.
3.7. If the Buyer fails to make any payment due to Stateside under the Agreement by the due date for payment ("due date"), then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.
3.8. The Buyer shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against Stateside in order to justify withholding payment of any such amount in whole or in part. Stateside 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 Stateside to the Buyer.
4. DELIVERY
4.1. Stateside shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location").
4.2. Delivery of the Goods shall be completed:
4.2.1. where the Delivery Location is not Stateside's premises, upon transfer of the Goods to the first carrier or shipping company; or
4.2.2. where the Delivery Location is Stateside's premises, at the time that Stateside notifies the Buyer that the Goods are ready for collection at Stateside's premises.
4.3. Any time or date specified for delivery is intended and given by Stateside as an estimate only and the time of delivery is not of the essence and Stateside shall not be liable to compensate for any damage or loss arising, whether directly or indirectly, from delay in delivery.
4.4. Where the Agreement comprises a number of items Stateside reserves the right to deliver any smaller number of the Goods when available by instalments and the Buyer shall pay for each delivery separately in accordance with the terms of payment herein. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4.5. Unless otherwise agreed in writing by Stateside, delivery of the Goods shall be subject to the following charges for carriage within mainland UK:
4.5.1. For orders up to £300 excluding VAT a carriage charge of £10.00.
4.5.2. For orders over £300 excluding VAT, Stateside shall pay for carriage using standard delivery during normal business hours, however, special delivery arrangements will be charged for by Stateside and payable by the Buyer.
4.5.3. For delivery to a third party nominated by the Buyer a carriage charge as in 4.5.1 above as appropriate plus an additional £5.00.
4.5.4. Delivery of Goods outside mainland UK will be subject to carriage charges as incurred, which shall be payable by the Buyer.
5. TITLE AND RISK
5.1. Title to the Goods shall not pass to the Buyer until Stateside has received payment in full (in cash or cleared funds) for the Goods and any other goods or services that Stateside has supplied to the Buyer in respect of which payment has become due.
5.2. Risk in the Goods will pass to the Buyer on delivery of the Goods.
5.3. Where Stateside agrees to deliver the Goods to the Buyer elsewhere than at Stateside’s premises, the Goods shall remain at the risk of Stateside until unloading commences at the agreed Delivery Location provided that Stateside shall not be liable for any loss or damage in transit unless:
5.3.1. in the case of loss, the Buyer shall give notice in writing to Stateside within one (1) day of the date of notice of despatch being sent by Stateside to the Buyer;
5.3.2. in the case of shortage or partial delivery the Buyer shall mark the carriers receipt with “shortage’’ or “partial delivery’’ and shall give notice in writing to Stateside within one (1) day of delivery; and
5.3.3. in the case of damage the Buyer shall mark the carriers receipt with “damage’’ and shall give notice in writing to Stateside within one (1) day of delivery.
5.4. Until title to the Goods has passed to the Buyer, the Buyer shall:
5.4.1. hold the Goods on a fiduciary basis as Stateside's bailee;
5.4.2. store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as Stateside's property;
5.4.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.4.4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.4.5. notify Stateside immediately if it becomes subject to any of the events listed in clause 9.2; and
5.4.6. give Stateside such information relating to the Goods as Stateside may require from time to time.
5.5. Notwithstanding clause 5.4 and subject to clause 5.6, the Buyer may resell or use such Goods or other products into which they have been incorporated in the ordinary course of its business by way of bona fide sale at full market value until such time as it becomes aware or ought reasonably to have become aware that an event specified in clause 9.2 has occurred or is likely to occur.
5.6. If the Buyer resells the Goods in accordance with clause 5.5, title in the Goods shall pass to the Buyer immediately prior to the resale.
5.7. If at any time before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clause 9.2, or Stateside reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, Stateside may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or any third party holding on its behalf to repossess and remove the Goods.
5.8. The foregoing rights shall be without prejudice to any other rights which Stateside might have whether under the terms of these Conditions or otherwise.
6. RESALE
6.1. The Buyer shall not be permitted to resell the Goods to third parties in the United States of America.
7. EVENTS BEYOND STATESIDE'S CONTROL
7.1. Stateside shall not be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
7.2. Stateside shall be entitled on giving notice to the Buyer to extend the time for its performance of its obligations hereunder for such period as its performance has been delayed or prevented by the Force Majeure Event.
7.3. In the event of any failure or delay in delivery (whether or not attributable to a Force Majeure Event), the Buyer shall have no claim whatsoever against Stateside for consequential loss or damage of any kind.
8. QUALITY OF GOODS AND LIABILITY
8.1. Stateside warrants that on delivery the Goods shall:
8.1.1. be free from material defects in design, material and workmanship; and
8.1.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
8.2. Subject to clause 8.3, if:
8.2.1. within three (3) days of delivery of the Goods, the Buyer gives notice in writing to Stateside that some or all of the Goods do not comply with the warranties set out in clause 8.1 and the grounds of such claim; and
8.2.2. Stateside is given a reasonable opportunity of examining such Goods and upon reasonable inspection thereof, Stateside agrees that the claim is justified; and
8.2.3. the Buyer (if asked to do so by Stateside) returns such Goods to Stateside's place of business at the Buyer's cost, Stateside shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full and any labour or transport charges incurred in supplying the replacement shall be borne by Stateside.
8.3. Stateside shall not be liable for Goods' failure to comply with the warranties set out in clause 8.1 in any of the following events:
8.3.1. the Buyer makes any further use of such Goods after giving notice in accordance with clause 8.2.1;
8.3.2. the defect arises because the Buyer failed to follow Stateside's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
8.3.3. the Buyer alters or repairs such Goods without the written consent of Stateside;
8.3.4. the defect arises as a result of accident, fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
8.4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.
8.5. These Conditions shall apply to any repaired or replacement Goods supplied by Stateside.
8.6. Except as specifically provided in this clause 8, Stateside:
8.6.1. gives no warranty or condition and makes no representation in relation to the Goods;
8.6.2. 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 revenues, loss of contract or business opportunities or any indirect or consequential loss arising under or in connection with the Agreement;
8.6.3. shall be under no liability whatsoever (including without prejudice to the generality of the foregoing) for any defect or failure of or unsuitability for any purpose of the Goods or any part thereof and all conditions warranties or other terms expressed or implied statutory or otherwise inconsistent with the provisions of this clause are hereby expressly excluded.
8.7. Stateside's total liability to the Buyer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed one hundred percent (100%) of the price of the Goods.
8.8. Nothing in these Conditions shall limit or exclude Stateside's liability for death or personal injury arising from its negligence or breach of contract on the part of Stateside, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.
8.9. The Buyer shall promptly investigate (but without admitting any liability to any end user) and report to Stateside any complaints, problems or claims relating to the Goods and promptly provide all such assistance, at the Buyer’s cost, as Stateside may reasonably require to permit it to recall any Goods that are defective or which it is obliged to recall for product liability or other reasons.
8.10. Unless required by law, the Buyer may not undertake any recall or withdrawal without the written permission of Stateside and only then in strict compliance with Stateside's instructions about the process of implementing the withdrawal.
9. TERMINATION
9.1. Without prejudice to any other rights of Stateside, Stateside shall have the right to terminate this Agreement forthwith by notice in writing if the Buyer:
9.1.1. fails to make any payment due hereunder within thirty (30) days of the due date;
9.1.2. commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 20 Business Days of that party being notified in writing to do so;
9.1.3. becomes subject to any of the events listed in clause 9.2, or Stateside reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to Stateside, Stateside may cancel or suspend all further deliveries under the Agreement or under any other contract between the Buyer and Stateside without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due;
9.1.4. suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; and/or
9.1.5. the Buyer's financial position deteriorates to such an extent that in Stateside's opinion the Buyer's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy
9.2. For the purposes of clauses 9.1.3, 5.4.5, 5.5 and 5.7 (and any other provisions referring to this clause 9.2, the relevant events are the Buyer becomes insolvent, is unable to pay its debts or being capable of being deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or an order is made or a resolution passed for the liquidation, administration, winding-up or dissolution of the Buyer (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer is appointed over all or any substantial part of the assets of the Buyer or the Buyer enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.
9.3. Termination of the Agreement, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Agreement shall continue in full force and effect.
10. STATESIDE'S INTELLECTUAL PROPERTY RIGHTS
10.1. Intellectual Property Rights in connection with the Goods will remain Stateside's property and nothing in this Agreement is intended to pass ownership of such rights to the Buyer.
10.2. Except as necessary to permit the Buyer to possess and make use of the Goods, nothing in this Agreement grants the Buyer a licence in relation to Intellectual Property Rights in connection with the Goods and the Buyer shall not use the Intellectual Property Rights for any purpose without Stateside's prior written consent and then only in the manner prescribed by Stateside.
10.3. The Buyer shall not cause or permit anything which may damage or endanger the Intellectual Property Rights owned by Stateside or Stateside's title to the Intellectual Property Rights or assist or allow others to do so.
10.4. In relation to trade marks affixed to or incorporated within the Goods:
10.4.1. use of the trade marks will be in accordance with this Agreement and with Stateside's brand guidelines (if any) supplied to the Buyer from time to time;
10.4.2. all goodwill associated with such use of trade marks will accrue to the benefit of Stateside and, at the request of Stateside, the Buyer will at its own cost sign all documents and do all things necessary to assign such goodwill to Stateside, as the case may be;
10.4.3. the Buyer will not apply to register, or register, the same trade mark or any confusingly similar trade mark, or procure or assist someone else to do so; and
10.4.4. except to the extent authorised by Stateside from time to time in writing, the Buyer will not alter or remove such trade marks from the Goods.
11. LANGUAGE
11.1. This Agreement is made in the English language.
11.2. Each document, notice, waiver, variation and written communication whether in hard copy or electronic form made or delivered by one party to another pursuant to this Agreement will be in the English language or accompanied by a translation into English certified by an officer of the person making or delivering the same as being a true and accurate translation.
11.3. The English language version of this Agreement and any document, notice, waiver, variation and written communication relating to this Agreement will prevail over any translation and any version in any other language.
12. ANTI-BRIBERY
12.1. Each party will comply with the Bribery Act 2010 and each will ensure that:
12.1.1. all of that party’s personnel;
12.1.2. all of that party’s subcontractors; and
12.1.3. all others associated with that party, involved in performing services or supplying goods for or on behalf of that party or otherwise involved with this Agreement so comply.
12.2. Without limitation to the above sub-clause, neither party will directly or indirectly:
12.2.1. offer, promise or give a bribe, other improper payment or advantage (financial or otherwise) to another person (including any third party);
12.2.2. request, agree to receive or accept any bribe, other improper payment or advantage (financial or otherwise); or
12.2.3. bribe any Foreign Public Official intending to influence that Foreign Public Official in their capacity as a Foreign Public Official and obtain or retain business or an advantage in the conduct of business (including any trade or profession) where the written law applicable to that Foreign Public Official does not permit or require them to be influenced by the relevant offer, promise, gift or advantage, either in the United Kingdom or elsewhere, in breach of applicable Bribery Laws.
12.3. Each party will implement, maintain and enforce adequate procedures designed to prevent persons associated with that party engaging in conduct which contravenes the Bribery Act 2010.
12.4. Each party will immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause.
13. GENERAL
13.1. Definitions. In these Conditions: “Agreement” means the Agreement between Stateside and the Buyer for the sale and purchase of the Goods in accordance with these conditions and the contents of the Order; "Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business; “Buyer” means the buyer named in the Order; "Force Majeure Event" means any event beyond a Stateside's reasonable control including but not limited to strikes, lock outs, trade disputes or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, Act of God war, act of terrorism war, riot, civil commotion, government actions, interference by civil or military authorities, delays caused by customs authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, interruptions of transport (including, but not limited to, port closures), collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors or any cause whatsoever (whether or not of a like nature to those already mentioned) outside of its control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable; “Foreign Public Official” has the meaning given to that term in the Bribery Act 2010; “Intellectual Property Rights” means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing; “Know-how” means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not); “Goods” means the goods specified in the Order; "Order" means the Buyer's order for the Goods, whether in person, by telephone, by email, through Stateside's business-to-business ordering system, online through Stateside's website, as set out in the Buyer's purchase order form, the Buyer's written acceptance of Stateside's quotation, overleaf or such other method as the Buyer may communicate to Stateside its request to purchase Goods and Stateside shall acknowledge, as the case may be; and “Stateside” means Stateside Skates Limited, a company registered in England and Wales with company registration number 02572738 and whose registered office is at 35 Ballards Lane, London, N3 1XW.
13.2. Variation. No alteration, modification or waiver of these Conditions, including the introduction of any additional terms and conditions, shall have effect unless made in writing and signed by or on behalf of a director of Stateside.
13.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Stateside which is not set out in the Agreement.
13.4. Assignment and subcontracting. Stateside may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement. The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of Stateside.
13.5. Notices and communications. Any formal notice given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above in this clause; (1) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; (2) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. Required communications other than formal notices under this Agreement including those required to be in writing may be by email, fax, telephone or in person.
13.6. Severance. If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.7. Waiver. A waiver of any right or remedy under the Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.8. Third party rights. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
13.9. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, construed and interpreted in accordance with the laws of England and the parties hereto hereby irrevocably submit themselves to the jurisdiction of the English Courts.