Page 2 - DAM Catalog 2020

TERMS AND CONDITIONS OF TRADE SVENDSEN SPORTS (UK) LTD7

2018/19 FOR THE SALE OF GOODS Svendsen Sport A/S, Erhvervsparken 14, 4621 Gadstrup, Denmark
CVR-nummer 16997579 (Erhvervsstyrelsen Kopenhagen) - CEO: Hans Maasbøl
1. INTERPRETATION payment at the annual rate of 2% above the base lending rate from time to time of Na- Act 1986 or the Buyer ceases to trade.
1.1. In these Conditions the following words have the following meanings: tional Westminster Bank Plc, accruing on a daily basis until payment is made, whether 9.8. The Seller shall be entitled to recover payment for the Goods notwithstanding
-“Business Day” means any day other than a Saturday, Sunday or bank holiday; before or after any judgment. The Seller also reserves the right to claim interest under that ownership of any of the Goods has not passed from the Seller.
“the Buyer” means the person, firm or Company who accepts a quotation or offer of the Late Payment of Commercial Debts (Interest) Act 1998. 9.9 The Buyer grants the Seller, its agents and employees an irrevocable licence
the Seller for the sale of the Goods, or the person, firm or Company whose order for 5.10. Should the overdue account enter legal action, the Seller will claim all court at any time to enter any premises where the Goods are or may be stored in order to
the Goods is accepted by the Seller; fees and legal fees from the Buyer. Any payment will be used to reduce the invoice inspect them, or, where the Buyer’s right to possession has terminated, to recover
“the Contract” means any contract between the Seller and the Buyer for the purchase balance and then set against cost and interest. them.
and sale of the Goods, incorporating these Conditions; 5.11. Each time the Seller incurs a charge for bounced cheques or unpaid standing
“these Conditions” means the standard terms and conditions of sale set out in this orders, the Seller reserves the right to claim the costs charged by its bank back from 10. RETURNS/DEFECTIVE GOODS
document and (unless the context otherwise requires) includes any special terms and the Buyer. 10.1. If on delivery any of the Goods are defective in any material respect and either
conditions agreed in writing between the Buyer and the Seller; 5.12. All payments payable to the Seller under the Contract shall become due imme- the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on
“Delivery Date” means the date specified by the Seller for delivery of the Goods; “the diately upon termination of this Contract despite any other provision. delivery “condition and contents unknown”, the Buyer gives written notice of such
Goods” means the Goods (including any instalment of the Goods or any parts for them) defect to the Seller within three business days of such delivery, the Seller shall at its
which the Seller is to supply in accordance with the Contract; 6. CREDIT ACCOUNT APPLICATIONS option:-
“the Seller” means Svendsen Sports A/S, a Seller PL5263156707 whose registered 6.1. The Seller will accept new account applications from bona-fide Buyers at its 10.1.1. replace the defective Goods within 14 days of receiving the Buyer’s
Office is at Erhvervsparken 14, 4621 Gadstrup, Denmark discretion. notice; or
1.2. Any reference in these Conditions to a statute or a provision of a statute shall 6.2. A credit account will be opened only after satisfactory references have been 10.1.2. refund to the Buyer the price for the Goods which are defective, but the Seller
be construed as a reference to that statute or provision as amended, consolidated, followed up. The decision to open a new credit account will be entirely at he Seller’s shall have no further liability to the Buyer in respect thereof and the Buyer may not
modified, replaced, re-enacted or extended. discretion. reject the Goods if delivery is not refused or notice give by the Buyer as aforesaid.
1.3. The headings in these Conditions are for convenience only and shall not affect 6.3. All credit accounts will be monitored and the Seller reserves the right to with- 10.2. No Goods may be returned to the Seller without the prior agreement in writing
theirinterpretation. draw a credit facility at any time. of the Seller. Subject thereto any Goods returned which the Seller is satisfied were
6.4. The Seller is not obliged to accept orders from any customer or buyer who has supplied subject to defects of quality or condition which would not be apparent on
2. APPLICATION OF THE CONDITIONS not supplied the Seller with references satisfactory to the Seller. If at any time the inspection shall either be replaced free of charge or, at the Seller’s sole discretion
2.1. Subject to any variation under Condition 2.3, the Contract will be on these Seller is not satisfied as to the creditworthiness of the Buyer, it may give notice in the Seller shall refund or credit to the Buyer the price of such defective Goods but the
Conditions to the exclusion of any other terms and conditions (including any terms or writing to the Buyer that no further credit will be allowed to the Buyer in which event Seller shall have no further liability to the Buyer.
conditions which the Buyer purports to apply under any purchase order, confirmation no further Goods will be delivered to the Buyer other than against cash payment and 10.3. The Seller shall be under no liability in respect of any defect arising from fair
of order or other document). notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to the wear and tear, or any wilful damage, negligence, subjection to normal conditions,
2.2. The Seller’s employees or agents are not authorised to make any statements, Seller shall be immediately payable in cash. failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration
promises or representations concerning the Goods unless expressly confirmed by an 6.5. Should the Buyer’s business change ownership, the Seller reserves the right to of the Goods without the Seller’s approval, or any other act or omission on the part of
authorised representative of the Seller in writing. In entering into the Contract the Buyer request new references from the new owner of the business the Buyer, its employees or agents or any third party.
acknowledges that it does not rely on, and waives any claim for breach of, any such 10.4. Goods, other than defective Goods returned under Conditions 10.1 or 10.2,
statements, promises or representations which are not so confirmed. 7. DELIVERY returned by the Buyer and accepted by the Seller may be credited or replaced to the
2.3. These Conditions apply to all of the Seller’s sales and any variation to these 7.1. Unless otherwise agreed in writing, delivery of the Goods shall be made by the Buyer at the Seller’s sole discretion and without any obligation on the part of the Seller.
Conditions shall not be binding unless expressly agreed in writing and signed by an Seller delivering the Goods to the address specified by the Buyer to the Seller at the Where Goods returned to the Seller are not resalable they will not be considered for
authorised representative on behalf of the Seller. time of accepting the order or, if no place of delivery is so specified, by the Buyer credit and will be returned to the Buyer at the Buyer’s expense. Should this happen, a
2.4. An order for Goods placed by the Buyer shall be deemed to be an offer by the collecting the Goods from the Seller’s premises at any time after the Seller has notified handling charge of up to 20% of the value of the Goods returned by the Buyer may be
Buyer to purchase Goods subject to these Conditions. the Buyer that the Goods are ready for collection. charged by the Seller.
2.5. No order placed by the Buyer shall be deemed accepted by the Seller unless 7.2. The Buyer shall make all arrangements necessary to take delivery of the Goods 10.5. Subject as expressly provided in these Conditions, and except where the
the Seller has issued a written quotation which is expressed to be an offer to sell the whenever they are tendered for delivery by the Seller. Goods are sold under a consumer sale, all warranties, conditions or other terms im-
Goods or has accepted an order placed by the Buyer by whichever is the earlier of the 7.3. The Delivery Date is approximate only and time for delivery shall not be made plied by statute or common law are excluded to the fullest extent permitted by law.
Buyer receiving:- of the essence by notice. If no Delivery Date is specified, delivery shall be within a 10.6. Where the Goods are sold under a consumer sale, the statutory rights of the
2.5.1. The Seller’s written acceptance; reasonable time. Buyer are not affected by these Conditions.
2.5.2. Delivery of the Goods; or 7.4. The Goods may be delivered by the Seller in advance of the Delivery Date upon 10.7. The Buyer shall ensure that, except to the extent that instructions as to the use
2.5.3. The Seller’s invoice. giving reasonable notice to the Buyer. or sale of the Goods are contained in the packaging or labelling of the Goods, any
2.6. Any quotation is given on the basis that no contract will come into existence 7.5. The Seller may deliver the Goods either all on one date or by separate batches use or sale of the Goods by the Buyer is in compliance with all applicable statutory
until the Seller despatches an acknowledgement of order to the Buyer. Any quotation on different dates. guidance and that sale of the Goods by the Buyer is carried out in accordance with
is valid for a period of 30 days only from its date, provided that the Seller has not 7.6. Where the Goods are to be delivered in instalments, each delivery shall consti- directions given by the Seller or any competent governmental or regulatory authority
previously withdrawn it. tute a separate contract, and failure by the Seller to deliver any one or more of the and the Buyer will indemnify the Seller against any liability loss or damage
2.7. No order which has been accepted by the Seller may be cancelled by the Buyer instalments in accordance with these Conditions, or any claim by the Buyer in respect which the Seller might suffer as a result of the Buyer’s failure to comply with this
except with the agreement in writing of the Seller on the terms that the Buyer shall of any one or more instalments shall not entitle the Buyer to treat the Contract as a condition.
indemnify the Seller in full against all loss (including loss of profit), costs (including the whole as repudiated. 10.8 All Svendsen Sports brands including third party exclusive brands such as
cost of all labour and materials used), damages, charges and expenses incurred by the 7.7. If the Buyer fails to take delivery of the Goods or any part of them when they Okuma does not include the commercial use of any item.
Seller as a result of cancellation. are ready for delivery and/or fails to provide any instructions, documents, licences,
2.8. Any typographical, clerical or other accidental errors or omissions in any sales consents or authorisations required to enable the Goods to be delivered on the Delivery 11. CONFIDENTIALITY
literature, quotation, price list, acceptance of offer, invoice or other document or in- Date, the Seller shall be entitled upon given written notice to the Buyer to store or 11.1. The Buyer undertakes that:-
formation issued by the Seller shall be subject to correction without any liability on the arrange for the storage of the Goods, in which case:- 11.1.1. the Buyer will regard as confidential the Contract and all information obtained
part of the Seller. 7.7.1. Notwithstanding the provision of Clause 9.1 of these Conditions, risk in the by the Buyer relating to the business and/or products of the Seller and will not use or
Goods shall pass to the Buyer; disclose to any third party such information without the Seller’s prior written consent
3. DESCRIPTION 7.7.2. Delivery shall be deemed to have taken place; and provided that this undertaking shall not apply to information which is in the public
3.1. Sales literature, price lists, descriptive matter, specifications, advertisements 7.7.3. The Buyer shall pay to the Seller all related costs and expenses (including, with- domain other than by reason of the Buyer’s default;
and other documents issued by the Seller in relation to the Goods are subject to alter- out limitation, storage and insurance charges) arising from such failure. 11.1.2. the Buyer will not use or authorise or permit any other person to use any name,
ation without notice and are issued or published for the sole purpose of giving an ap- 7.8. Subject to the other provisions of these Conditions, the Seller will not be liable trademark, house mark, emblem or symbol which the Seller is licensed to use or which
proximate idea of the Goods described in them. They will not form part of this Contract. for any loss (including loss of profit), costs, damages, charges or expenses caused is owned by the Seller upon any premises, note paper, visiting cards, advertisement
3.2. The specification for the Goods shall be those set out in the Seller’s sales directly or indirectly by any delay in the delivery of the Goods (even if caused by the or other printed matter or in any other manner whatsoever unless such use shall have
documentation unless varied expressly in the Seller’s written quotation or written ac- Seller’s negligence), nor will any delay entitle the Buyer to terminate or rescind the been previously authorised in writing by the Seller; and
knowledgement of the Buyer’s order. Contract unless such delay exceeds 12 months. 11.1.3. the Buyer will use its best endeavours to ensure compliance with this Condition
3.3. The Goods will only be supplied in the minimum units (or multiples) stated in the by its employees, servants and agents.
Seller’s price list or in multiples of the sales outer as specified. Orders received for 8. NON-DELIVERY 11.2. Condition 11.1 above shall survive the termination of the Contract.
quantities other than these will be adjusted accordingly. 8.1. The quantity of any consignment of Goods as recorded by the Seller upon
3.4. Illustrations, photographs or descriptions (whether in catalogues, brochures, despatch from the Seller’s place of business shall be conclusive evidence of the quan- 12. RESALE AND ONLINE SALES
price lists or other documents issued by the Seller) are intended as a guide only and tity received by the Buyer on delivery unless the Buyer can provide conclusive evidence 12.1. The Buyer undertakes to the Seller that:-
shall not be binding on the Seller. proving the contrary. 12.1.1. the Buyer will only sell the Goods to end consumers and will not sell the Goods
3.5. The Seller reserves the right to make any changes in the specification of the 8.2. The Seller shall not be liable for any non-delivery of Goods (even if caused by on to other any retailer or 3rd party without prior approval by the Seller; and
Goods which are required to conform with any applicable safety or other statutory or the Seller’s negligence) unless written notice is given to the Seller within 10 days of the 12.1.2. the Buyer will only sell the Goods online via the Buyer’s own website and will
regulatory requirements or, where the Goods are to be supplied to the Seller’s specifi- date when the Goods would in the ordinary course of events have been received. not sell the Goods through any other online websites (including, without limitation,
cation, which do not materially affect their quality or performance. 8.3. Any liability of the Seller for non-delivery of the Goods shall be limited to replac- ‘ebay’).
3.6. Fishing tackle is not an item which is generally sold by weight or volume. When ing the Goods within a reasonable time or issuing a credit note at the pro rata Contract
these are given, they serve only a part of the usual description and their accuracy is not rate against any invoice raised for such Goods. 13. LIMITATION OF LIABILITY
guaranteed. 13.1 The following provisions set out the entire financial liability of the Seller (includ-
9. RISK & PROPERTY ing any liability for the acts or omissions of its employees, agents and sub-contractors)
4. PRICE OF GOODS 9.1. Risk of damage to or loss of the Goods shall pass to the Buyer at:- to the Buyer in respect of:-
4.1. The price of the Goods shall be the price listed in the Seller’s published price 9.1.1. in the case of Goods to be delivered at the Seller’s premises, the time of 13.1.1. any breach of these conditions; and
list current at the date of acceptance. Prices are correct at time of publishing and may delivery; or 13.1.2. any representation, statement or tortious act or omission (including negli-
change during the life of the current catalogue. 9.1.2. in the case of Goods to be delivered otherwise than at the Seller’s premises, the gence) arising under or in connection with the Contract.
4.2. The Seller reserves the right, by giving notice to the Buyer at any time before time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time 13.2. All warranties, conditions and other terms implied by statute or common law
delivery, to increase the price of the Goods to reflect any increase in the cost to the when the Seller has tendered delivery of the Goods. (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to
Seller which is due to any factor beyond the control of the Seller (such as, without 9.2. Notwithstanding delivery and the passing of risk in the Goods, or any other the fullest extent permitted by law, excluded from the Contract.
limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, provision of these Conditions, ownership of the Goods shall not pass to the Buyer until 13.3. Nothing in these conditions excludes or limits the liability of the Seller for death
significant increase in the costs of labour, materials or other costs of manufacture), any the Seller has received (in cash or cleared funds) payment in full of the price of the or personal injury caused by the Seller’s negligence or fraudulent misrepresentation.
change in delivery dates, quantities or specifications for the Goods which is requested Goods and all other sums which are or become due to the Seller from the Buyer on any
by the Buyer, or any delay caused by any instructions of the Buyer or failure of the account. THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CON-
Buyer to give the Seller adequate information or instructions. 9.3. Until ownership of the Goods has passed to the Buyer, the Buyer must:- DITION 13.4
4.3. Except as otherwise stated under the terms of any quotation or in any price list 9.3.1. hold the Goods on a fiduciary basis as the Seller’s bailee;
of the Seller, and unless otherwise agreed in writing between the Buyer and the Sell- 9.3.2. store the Goods (at no cost to the Seller) separately from all other Goods of the 13.4. Subject to Conditions 13.2 and 13.3
er, all prices (for orders of more than £250) are inclusive of the Seller’s charges for Buyer or any third party in such a way that they remain readily identifiable as the 13.4.1. the Seller’s total liability in contract, tort (including negligence or breach of
packaging and transport to the location in the United Kingdom specified in the Buyer’s Seller’s property; statutory duty), misrepresentation or otherwise, arising in connection with the perfor-
order. 9.3.3. not destroy, deface or obscure any identifying mark or packaging on or mance or contemplated performance of this Contract shall be limited to the price paid
4.4. The RRP printed in any list published by the Seller is inclusive of any applicable relating to the Goods; by the Buyer for the Goods; and
value added tax excise (currently set at 17.5%), sales or taxes or levies of a similar 9.3.4. maintain the Goods in satisfactory condition insured on the Seller’s behalf for 13.4.2. the Seller shall not be liable to the Buyer for any indirect or consequential loss
nature which are imposed or charged by any competent fiscal authority in respect of their full price against all risks to the reasonable satisfaction of the Seller. On request or damage (whether for loss of profit, loss of business, depletion of good-will or oth-
the Goods which the Buyer shall be additionally liable to pay to the Seller. the Buyer shall produce the policy of insurance to the Seller; and erwise), costs, expenses or other claims for consequential compensation whatsoever
9.3.5. hold the proceeds of the insurance referred to in Condition 9.3.4 on trust for the (howsoever caused) which arise out of or in connection with the Contract.
5. TERMS OF PAYMENT Seller and not mix them with any other money, nor pay the proceeds into an overdrawn
5.1. Subject to any special terms agreed in writing between the Buyer and the bank account. 14. ASSIGNMENT
Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time 9.4. The Buyer shall be entitled to resell the Goods before ownership has passed to 14.1. The Buyer shall not be entitled to assign the Contract or any part of it without
after delivery of the Goods, unless the Goods are to be collected by the Buyer or the it solely on the following conditions:- the prior written consent of the Seller.
Buyer fails to take delivery of the Goods, in which event the Seller shall be entitled to 9.4.1. any such sale shall be effected in the ordinary course of the Buyer’s
invoice the Buyer for the price at any time after the Seller has notified the Buyer that the business at full market value; and 15. FORCE MAJEURE
Goods are ready for collection or (as the case may be) the Seller has tendered delivery 9.4.2. any such sale shall be a sale of the Company’s property on the Buyer’s own 15.1. The Seller reserves the right to defer the date of delivery or to cancel the
of the Goods. behalf and the Buyer shall deal as principal when making such a sale. Contract or reduce the volume of the Goods ordered by the Buyer (without liability to
5.2. The Buyer shall pay the price of the Goods (less any discount or credit allowed 9.5. Provided the Goods are still in existence and have not been resold, the Seller the Buyer) if it is prevented from or delayed in the carrying on of its business due to
by the Seller, but without any other deduction, credit or set off) within 30 days of shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller circumstances beyond the reasonable control of the Seller.
the date of the Seller’s invoice or otherwise in accordance with such credit term as and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any
may have been agreed in writing between the Buyer and the Seller in respect of the third party where the Goods are stored and repossess the Goods. 16. GENERAL
Contract. 9.6. The Buyer shall not be entitled to pledge or in any way charge by way of 16.1. Any notice or communication required or permitted to be given by either party
5.3. Payment shall be made on the due date notwithstanding that delivery may not security for any indebtedness any of the Goods which remain the property of the Seller, to the other under these Conditions shall be in writing addressed to the other party at
have taken place and/or that the property in the Goods has not passed to the Buyer. but if the Buyer does so all money owing by the Buyer to the Seller shall (without its registered office or principal place of business or such other address as may at
5.4. Time for payment by the Buyer shall be of the essence. Receipts for payment prejudice to any other right or remedy of the Seller) forthwith become due and payable. the relevant time have been notified pursuant to this provision to the party giving the
will be issued only upon request. 9.7. The Buyer’s right to possession of the Goods shall terminate immediately if: notice.
5.5. All payments shall be made to the Seller in Pounds Sterling (£) at its office as 9.7.1. The Buyer has a bankruptcy order made against him or makes an arrangement 16.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be
indicated on the form of acceptance or invoice issued by the Seller. or composition with his creditors, or otherwise takes the benefit of any Act for the time considered as a waiver of any subsequent breach of the same or any other provision
5.6. No payment shall be deemed to have been received until the Seller has re- being in force for the relief of insolvent debtors, or (being a body corporate) convenes and will in no way affect the other terms of the Contract.
ceived cleared funds. a meeting of creditors (whether formal or informal), or enters into liquidation (whether 16.3. If any provision of these Conditions are held by any competent authority to be
5.7. Any invoices which have not been settled by the due date will be classified as voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of illegal, invalid, void, voidable, unreasonable or unenforceable in whole or in part, the
overdue. Should this occur the Seller reserves the right to:- reconstruction or amalgamation, or has a receiver and/or manager, administrator or illegal, invalid, void, voidable, unreasonable or unenforceable part shall be deemed
5.7.1. suspend current and future deliveries until the overdue amount has been settled administrative receiver appointed of its undertaking or any part thereof, or a resolution severable, and the validity of the other provisions of these Conditions and the remain-
in full; is passed or a petition presented to any court for the winding up of the Buyer or for der of the provision in question shall not be affected thereby.
5.7.2. pass the overdue account out for legal action; and/or the granting of an administration order in respect of the Buyer, or any proceedings are 16.4. The parties to this Contract do not intend that any term of this Contract will be
5.7.3. where applicable, suspend credit facilities and transfer account to a pro-forma commenced relating to the insolvency or possible insolvency of the Buyer; or enforceable by virtue of the Contracts (rights of Third Parties) Act 1999 by any person
(prepayment) basis. 9.7.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied that is not a party to it.
5.8. Failure in complying with the above conditions above may result in a total on his/its property or obtained against him/it, or fails to observe or perform any of his/ 16.5. The Contract shall be governed by the laws of England and Wales and the
cessation of any credit account. its obligations under the Contract or any other contract between the Seller and the parties submit to the exclusive jurisdiction of the English and Welsh courts.
5.9. If the Buyer fails to pay the Seller any sum due pursuant to the Contract, the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency
Buyer will be liable to pay interest to the Seller on such sum from the due date for