HQB SPORT and LEISURE Ltd Terms and Conditions of Sale

1. Scope
These terms and conditions of sale ("Terms and Conditions") shall govern the sale of products (“Products”) by HQB Sport and Leisure Ltd, of Unit 1A Lains Business Park, Quarley, Andover, SP11 8PX, UK company registration number 05624736 (“Seller”) to a party (“Buyer”), named on any invoice documentation raised in connection with the supply of goods by the Seller. These Terms and Conditions shall apply to the contract between the Seller and the Buyer to the exclusion of any terms and conditions referred to by the Buyer or that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless both parties agree otherwise in writing.

2. Order Process
The Buyer shall issue an order for the Products either in writing or verbally. An order shall be deemed accepted by the Seller upon dispatch of the goods by the Seller, at which point the contract between the Buyer and Seller incorporating these Terms and Conditions (the "Contract") shall come into existence. The Seller reserves the right to make changes at any time to the specification of the Products, provided such changes do not materially affect the products or price thereof. Any such change shall not invalidate any order placed with the Seller prior to such change being implemented, or render the Seller liable to the Buyer in any way whatsoever as a result thereof.

3. Price
The Seller publishes a Trade price list for the goods it supplies. The price in the Contract will accord with the most recent Seller’s price list and is exclusive of VAT, and all loading, transport, shipment and other costs arising as a result of delivery of the Products (collectively “Associated Costs”), unless agreed otherwise in writing between the parties.

In addition to paying the purchase price, the Buyer is solely liable for any excises, levies or taxes which the Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Products, and the Buyer agrees to pay the amount thereof on the same terms as it shall pay the purchase price.

4. Payment Terms
If the Buyer wishes to apply for a credit account, then the Seller will carry out financial checks on the Buyer. If these are satisfactory then the Seller shall invoice the Buyer for all orders on or at any time after the completion of delivery of the relevant Products. Payment terms for all orders will be detailed on the individual invoice for the supply of the goods. In the event that there is no such detail, the default payment terms are at 30 days following the end of month that the invoice is dated.

If the Seller does not have sufficient stock to complete the whole order, then the Seller may deliver Products in installments. In this case, the Seller may invoice each installment of Products separately.
Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 5% per annum above the Bank of England base rate from time to time in force (or the maximum rate permitted by law, if higher). Such interest shall accrue after as well as before any judgement.

The Seller shall be entitled to refuse delivery of any further Products to the Buyer until such time as any outstanding payments are received, without incurring any liability towards the Buyer.

5. Shipment and Delivery
Unless otherwise agreed in writing between the parties, the Seller shall select the carrier to be used to ship the Products, and the Seller shall notify the carrier to collect the shipment. The Seller reserves the right to ship in advance of any date or time provided by the Seller for delivery, and to deliver in instalments, by notice to the Buyer. Any date or time provided by the Seller for delivery of the Products is an estimate only, and the time of delivery is not of the essence. The Seller shall not be liable for failure to deliver the Products that is caused by a Force Majeure Event (as defined below) or the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products. Nor shall the Buyer be entitled to treat the Contract as repudiated in the event of late delivery.

If the Buyer fails to take delivery of the Products on the agreed delivery date or, if no specific delivery date has been agreed, when the Seller notifies the Buyer that the Products are ready for dispatch, the Seller shall be entitled to store and insure the Products and to charge the Buyer the reasonable costs of doing so.
The Seller must be notified in writing within 3 working days of receipt of the Products by the Buyer of any visible defects in the Products, any shortage in quantity, or any incorrect shipments. In the instance that the order has been placed verbally ( i.e is not a written order), this period can be extended to 5 days. The Seller shall either repair or replace any defective Products, or refund the price of the defective Products in full. The Seller will not be liable for replacement of Products where the Buyer fails to notify it in accordance with this paragraph. Any claim for breach of warranty by the Buyer in respect of the Products pursuant to clause 11 shall remain unaffected.

6. Title and Risk of Loss
Title of any Products shall not pass to the Buyer until all sums due in respect of such Products have been paid in full.

Risk of loss with respect to the Products shall pass to the Buyer upon delivery of the Products to the Buyer’s named place of delivery.

7. Cancellation and Rescheduling
A request to cancel an order, or reschedule a delivery must be made in writing (stating the reason for the request). At all times, whether such a request is accepted, is both entirely, and at the sole discretion of the Seller. Should the request be accepted by the Seller, then the Seller reserves the right to invoice the Buyer for costs and losses associated with the cancelled order or the rescheduled delivery.

8. Returns
Under no circumstances will the Seller accept the return of goods that have been legitimately ordered, delivered and accepted by the Buyer, (subject to the time allowances set out in section 5 for the notification of damaged or incorrect goods).

9. Changes
The Seller reserves the right, at any time before delivery, to make any changes to the Products (including, but not limited to, design). This is provided that such changes do not have a materially adverse effect on the performance of the Products.

10. Software
All software that is part of a Product or offered separately (“Software”) is licensed and not sold. The Buyer agrees to abide by all license terms for Software supplied by the Seller and to indemnify the Seller for any breach of such terms. The Buyer must not remove or alter any proprietary notices, labels or marks in or on the Products or related materials.

11. Warranty
a) The Seller warrants that for 24 months from the date of delivery of the Products, the Products will be free from material defects caused by poor workmanship or faulty materials, and will conform in all material respects to the published datasheets applicable to the Products and other specifications in effect at the date of shipment. The Seller’s liability under this warranty shall be limited solely to, at the Seller’s option, repairing, replacing, or issuing a credit note equal to any amount already paid to the Seller in respect of the Products which do not conform to the warranty offered provided that:

(i) Buyer notifies the Seller in writing within 7 days of discovering such defects, the Seller is given a reasonable opportunity of examining the Products, and the Buyer (if asked to do so by the Seller) returns such Products to the Seller's place of business (at the Seller's cost);

(ii) the Products were not damaged in a manner not attributable to the Seller, including, without limitation, misuse, neglect, accident, improper storage, installation, handling, insufficient or non-existent maintenance ( in line with the manufacturers recommendations), the use of incorrect or inferior oils and consumables, or repair.

b) Where the Buyer returns any Products to the Seller claiming breach of the warranty provided under this section, and in the reasonable opinion of the Seller the Products are found not to breach the warranty provided hereunder, then the Seller shall be entitled to claim reimbursement of any costs associated with the examination of the returned Products.

c) Except for express warranties stated herein, and to the maximum extent permitted by law, all other warranties are disclaimed, including without limitation, any implied warranty (i) of merchantability or suitability, (ii) of fitness for a particular purpose, or (iii) of non-infringement of third party rights.

d) The method of payment by the Seller to the Buyer of any amounts which are agreed for the compensation of warranty claims is entirely at the discretion of the Seller. The Buyer is not entitled, under any circumstances, to withhold payment of current invoices, in part or in whole, by any amount in connection with warranty compensation.

12. Limitation of Liability
12.1 In no event shall the total liability of the Seller for direct damages arising under any Contract exceed the aggregate sum paid to the Seller by Buyer in respect of the Products which give rise to such claim.

12.2 To the maximum extent permitted by law, Seller shall not be liable hereunder for any special, indirect, incidental, consequential or punitive damages, loss of profits, revenue, use or goodwill, or for the cost of procuring substitute products, regardless of the theory of liability (including negligence) and even if Seller was advised of the possibility of such damages.

12.3 Notwithstanding the foregoing, nothing in these Terms and Conditions is intended to exclude or limit Seller’s liability for death or personal injury caused by Seller’s negligence or wilful default, fraud or fraudulent misrepresentation, or any other matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

13. Intellectual Property Rights
The Buyer warrants that the Seller shall not infringe any intellectual property rights owned by a third party (including without limitation any patent, copyright, registered design or trade mark), by incorporating any instruction or design furnished or supplied by the Buyer in any Products supplied hereunder.

14. Confidentiality
Each party undertakes that it will not, at any time whilst a Contract is in force and for five years after termination of all Contracts, use, divulge or communicate to any person (except in confidence to its professional representatives or advisers or as may be required by law or any legal or regulatory authority) the terms and conditions of a Contract or any proprietary or confidential information of the other party. Neither party shall use any such confidential information except for the performance of a Contract.

15. Termination of the Contract
The Seller reserves the right to cancel any order and terminate any Contract with immediate effect where the Buyer (i) breaches these Terms and Conditions, and fails to remedy such breach within 30 days of notification by the Seller; or (ii) makes an assignment for the benefit of creditors, or proceedings are commenced by or for the Seller under any bankruptcy or insolvency law; or (iii) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business. Termination shall not relieve the Buyer from the obligation to pay any amounts that remain due to the Seller, and termination shall not limit either party from pursuing other available remedies.

16. Export Control
The Buyer shall be wholly responsible for complying with any and all applicable export laws, regulations and orders and shall not by any means or method export, re- export, resell, ship or divert or cause to be exported, re-exported, resold, shipped, or diverted, directly or indirectly, any Products or technology of the Seller except as permitted by and in accordance with applicable laws and regulations. This provision shall survive the expiration or termination of any Contract.

17. General
A. Force Majeure. The Seller shall not be liable in any way for non-performance, in whole or in part, of its obligations under any Contract as a result of causes beyond its reasonable control including, but not limited to, any acts of God, government restriction, wars and other hostilities, insurrections, riots, strikes (other than strikes by the Seller’s employees), lock-outs, fire, flood, earthquake and other natural disasters, shortage of labour, fuel, machinery and materials, and delays in delivery or defaults on the part of the Seller’s suppliers (a "Force Majeure Event").

B. Assignment. The Buyer may not assign any of its rights under any Contract without the Seller’s prior written consent.

C. Severability and Waiver. If any provision of any Contract or these Terms and Conditions is declared unlawful, void, or unenforceable, then that provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity and enforceability of the remaining provisions. No waiver of any contractual right will be effective unless in writing by an authorised representative of the waiving party. No waiver of a contractual right will be deemed a waiver of any future right.

D. Third Party Rights. Nothing in any Contract or these Terms and Conditions shall create or confer (whether expressly or by implication) any rights or other benefits in favour of any person not a party hereto.

E. Integration and Amendment. The Contracts or these Terms and Conditions constitute the entire agreement between the parties and supersede all prior or contemporaneous conditions, agreements, communications or representations, whether oral or written, relating to the subject matter hereof. Any additional or different terms contained within the Buyer’s order documentation (including any terms contained on purchase orders) are hereby deemed to be material alterations to these Terms and Conditions, and notice of objection to and rejection of, them is hereby given.

F. Right to Subcontract. The Seller reserves the right to subcontract the performance of all or part of the Contract.

G. Notices. Any notice given to a party under or in connection with any Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier.

H. Variation. Except as set out in these Terms and Conditions, no variation of any Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the parties.

I. Governing Law and Jurisdiction. The Contract, 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, and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales