1. Definitions
1.1 ‘Commencement Date’ means date as signed below.
1.2 ‘Company’ means Stewart Golf Limited.
1.3 ‘Conditions’ means the terms and conditions set out in this document.
1.4 ‘Customer’ means the person or entity who buys or agrees to buy the Goods from the Company.
1.5 ‘Goods’ means the articles which the Customer is able to buy from the Company.
1.6 ‘Order’ means an order given to the Customer or Retailer by telephone, fax or email.
1.7 ‘Retailer’ means the person, firm or company who provides the services.
1.8 ‘Services’ means the marketing of the Goods by the Retailer for the Company in accordance with these conditions.
1.9 ‘Term’ means the period from the Commencement Date until these conditions terminate.
2. Orders & Specifications
2.1 The Company deals in the Goods.
2.2 Subject to the provisions of these Conditions the Company shall accept Orders from Customers to purchase the Goods.
2.3 The price of the Goods shall be detailed on price lists that the Company will supply to the Retailer. Prices may be updated from time to time and changed without notice. Carriage will be charged on each order unless otherwise agreed or specified by the Company.
2.4 Every order shall:
2.4.1 specify by reference to the product numbers the Goods which are to be supplied;
2.4.2 correctly specify the price of the Goods which shall be the Company’s quoted price;
2.4.3 specify the Customers name and address to which the Goods are to be delivered by the Company.
2.5 The Company will use its reasonable endeavours to deliver the Goods to the Customer at the address specified in clause 2.4.3 within 2 working days, although time for delivery will not be of the essence.
2.6 All technical information, drawings, photographs and illustrations are provided as a guide only. Products are continually updated and the Company reserves the right to alter the design and specification of the Goods at any time without notice.
2.7 Any claim by the Retailer in respect of any alleged short delivery or discrepancy in delivery must be notified to the Company by the Retailer within 10 days of receipt of the goods.
3. Payment, Title & Returns
3.1 Goods are not supplied on credit terms unless such terms have been agreed by the Company. The Company reserves the right to withdraw any such credit terms at any time.
3.2 If the Retailer fails to make full payment (as detailed on the invoice) within the agreed terms the Company shall be entitled to, without prejudice to any other right or remedy available to the Company:
3.2.1 Cancel the order or suspend any future deliveries to the Retailer.
3.2.2 Charge the Retailer interest as detailed on the invoice.
3.2.3 All costs and expenses reasonably incurred by the Company in recovering monies due to it will be charged to and be payable by the Retailer.
3.3 The Retailer shall not be entitled to withhold or deduct any payments claimed or due to the Retailer under these conditions or any other contract between the Retailer and the Company.
3.4 Payment by the retailer to the Company shall be by Direct Debit and signed authorisation of the Direct Debit Instruction shall be retained by the Company.
3.5 Title of the Goods shall not pass to the Retailer until the Company has received payment in full of the price of the Goods.
3.6 No Goods may be returned for credit without the Company’s authorisation in Writing.
4. Services
4.1 The Retailer will provide the Services with all due care and diligence.
4.2 The Retailer agrees to purchase and keep in stock and on prominent display at all times Goods from the Company.
4.3 The Retailer agrees to provide the Services in its retail outlet to its Customers and the parties have agreed to the terms of these Conditions in relation to the Services.
4.4 If selling online, the Retailer will keep product details up to date according to details supplied by the Company from time to time.
4.5 The Company grants the Retailer rights to use Company owned images of the Goods for the duration of these Conditions. Copyright of all such images remains with the Company. Use of these images is subject to approval from the Company.
4.6 The Retailer shall not advertise or sell the Goods on third party online marketplaces, including but not limited to eBay and Amazon.
4.7 Except as authorised by the Company, the Retailer undertakes not to pledge the credit of the Company.
5. Company’s Obligations
The Company will:
5.1 At the request of the Retailer, publish the Retailers address and contact number on its website.
5.2 At its discretion, provide the Retailer with promotional literature for the Goods, as and when required by the Retailer.
5.3 At its discretion, coordinate seasonal promotions of the Goods.
6. Duration & Termination
6.1 These Conditions shall come into force on the Commencement Date and shall continue in force until terminated in accordance with this clause 6.
6.2 Either party shall be entitled to terminate this agreement at 7 days written notice for any reason.
6.3 Any rights to terminate this agreement shall be without prejudice to the other rights of the parties.
6.4 On termination of these Conditions for any reason neither party shall (subject to the accrued rights of either party in respect of any breaches of these conditions) have any further obligation under these conditions to the other.
7. Contracts Of Sale
7.1 Acceptance by the Company of any Order shall result in a contract of sale of the goods which are the subject of such Order.
7.2 The terms and conditions of sale applicable to every contract of sale made in pursuance of clause 6.1 above shall be the Company’s standard conditions of sale at the time of Order. These standard conditions may be amended from time to time by the Company.
8. Nature Of These Conditions
8.1 These Conditions are personal to the parties and neither of them may assign, mortgage, charge or dispose of any of its rights and obligations under these Conditions without the other party’s written agreement.
8.2 Nothing in these Conditions shall create and partnership, joint venture, or relationship of principle and agent between the parties.
8.3 These Conditions contain the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements and undertakings between the parties and may not be modified except by and instrument in writing signed by the duly authorised representatives of the parties.
8.4 Each party agrees that it enters into these Conditions without relying on any representation, warranty or other provision except as expressly provided in these Conditions. Accordingly all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.5 These Conditions are subject to the law of England and Wales.
9. Waiver
The failure of the Company to insist upon strict performance of any of the terms and conditions of the contract shall not be construed as a waiver of any such terms and conditions and shall in no way affect the Company’s right to enforce such provision later.
10. Notices
10.1 Any notice under or in connection with this contract of sale shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery or email at or to the address of the party set out in these Conditions or at or to such other addresses as may be subsequently notified by one party to the other.
10.2 In the absence of evidence of earlier receipt any notice shall be deemed to be served:
8.2.1 if delivered personally when left at the address
8.2.2 if sent by recorded delivery 3 days after posting
8.2.3 if sent by email, when received