The Cricket Ground Shop (A Division of total-play Ltd)

STANDARD TERMS OF SALE

1 DEFINITIONS

• 1.1 "Contract" means the contract for the sale and purchase of the Goods.
• 1.2 “Customer” means the customer placing an order for Goods with the Company.
• 1.3 "Company” means total-play Ltd
• 1.4 “Goods” means all goods which are subject to the Customer’s order which are to be supplied to the Customer by the Company under these Terms.
• 1.5 "Services" means the services and/or work (if any) to be performed by the Company for the Customer in conjunction with the sale of the Goods.

2 ORDERS

• 2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with these Terms, which shall govern the Contract to the exclusion of any other terms or conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer.
• 2.2 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Company and the Customer.
• 2.3 There shall be no binding agreement between the Customer and the Company until the Customer’s order has been accepted by the Company.
• 2.4 The Customer accepts that these Terms and any specific details stated on its accepted order constitute the entire understanding between the parties and supersede any prior promise, representation, undertaking or understanding of any kind.
• 2.5 All orders are accepted subject to the availability of the Goods.
• 2.6 No order which has been accepted by the Company may be cancelled or amended by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

3 PRICES

• 3.1 Unless otherwise expressly agreed in writing the Goods shall be sold and invoiced at the Company’s current prices at the date of dispatch. Catalogues, price lists and other advertising material are provided for illustrative purposes only.
• 3.2 Unless otherwise agreed in writing prices do not include delivery and taxes and such costs shall be payable by and invoiced to the Customer.
• 3.3 The Company reserves the right to revise prices to take into account increases in any costs of providing the Goods which occurs between the date of order and delivery.

4 DELIVERY AND SERVICES

• 4.1 It is the responsibility of the Customer to collect the Goods from the Company, unless the Company agrees to deliver.
• 4.2 Dates and times quoted by the Company for delivery, if any, are estimates only and any delay in meeting delivery dates shall not give rise to a right to cancel the order or to claim damages.
• 4.3 The Customer shall notify the Company of any claim for short delivery and/or damage to Goods within 24 hours of delivery and shall confirm such claims in writing to the Company within 5 working days from the date of delivery. All Goods are deemed delivered and completed if such notice is not received within such period.
• 4.4 Risk in the Goods shall pass on delivery or collection by the Customer or its agent, whichever is the earlier.
• 4.5 Where the Company provides Services the persons performing the Services shall be under the direction and control of the Customer and shall for all purposes in connection with their employment in the working of the Goods be regarded as the servants or agents of the Customer. The Customer shall be solely responsible for all claims arising in connection with the operation or handling of the Goods by the said persons, except to the extent that the persons performing the Services are negligent.
• 4.6 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company's fault) then, without limiting any other right or remedy available to the Company, the Company may:
• 4.6.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
• 4.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

5 PAYMENT

• 5.1 All invoices are payable within 28 days of the invoice date unless otherwise agreed by the Company. The Company reserves the right, however, to require the Customer to pay for Goods in advance at its sole discretion, in which event the Company will inform the Customer of the requirement at the time of the order.
• 5.2 Time is of the essence with regard to payment of any sums due to the Company.
• 5.3 The Customer shall not be entitled to withhold payment of any amount due to the Company in respect of any claim for damage to Goods or any alleged breach of contract by the Company nor shall the Customer be entitled to any right of set-off.
• 5.4 Without prejudice to the Company’s other rights if the Customer fails to pay any amount on the due date:
• 5.4.1 the Company may charge interest on overdue amounts at the rate of 4% above the base rate of the Company's bank or the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable);
• 5.4.2 the Customer shall indemnify the Company and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts;
• 5.4.3 the whole of the balance then outstanding to the Company by the Customer on any account whatsoever shall become immediately due and payable, and the Company may suspend any further deliveries to the Customer
.

6 TITLE
The Company shall retain title to all Goods delivered to the Customer or any part thereof unless and until the Customer has paid all sums owing to the Company in cash or cleared funds. While any amount remains outstanding to the Company the Customer shall keep the Goods as fiduciary bailee for the Company and shall bear the sole liability for insurance of the Goods and shall indemnify the Company for any loss suffered or incurred by the Company arising out of any failure to insure such Goods.

7 WARRANTIES AND LIABILITY

• 7.1 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. However, the Customer shall, wherever possible, be entitled to the benefit of any warranty or guarantee given by the manufacturer of the Goods to the Company.
• 7.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms.
• 7.3 A claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 2 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 2 days of discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
• 7.4 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may replace or repair the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Customer.
• 7.5 Except in respect of death or personal injury caused by the Company's negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under an express term, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply in accordance with the Contract or at all) or the use or resale of the Goods by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods or £20,000, whichever is less, except as expressly provided in these Terms.

8 INSOLVENCY OF THE BUYER
If

• 8.1 the Customer makes a voluntary arrangement with its creditors, becomes bankrupt, becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
• 8.2 an encumbrancer takes possession, or a receiver is appointed, of any of its property or assets; or
• 8.3 it ceases, or threatens to cease, to carry on business; or
• 8.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. then, without limiting any other right or remedy available to the Company, the Company may cancel the Contract or suspend any further deliveries under it without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable.
9 SEVERABILITY

• If any provision or any part of these Terms is deemed to be illegal void or unenforceable then such provision or part shall be deemed to be severed from the remaining provisions or parts, which shall remain in full force and effect.
10 FORCE MAJEURE

• The Company shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of its obligations which is due to any cause beyond its reasonable control.
11 LAW

• These Terms shall be construed according to the laws of England the Company and the Customer submit to the non-exclusive jurisdiction of the English Courts.
12 GENERAL

• 12.1 Upon termination of the Contract the provisions of Clause 5.4 shall continue in full force and effect.
• 12.2 The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this Contract.
• 12.3 No waiver by the Company of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the Contract.

No third party shall have any rights to enforce the Contract