Terms & Conditions

Standard Business-to-Business (B2B) Terms and Conditions for the Sale of Goods

1. Definitions and Interpretation

1.1. In these Conditions, the following definitions apply:

| Term | Definition |

| :— | :— |

| Business Day | A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. |

| Buyer | The person, firm or company who purchases the Goods from the Seller. |

| Conditions | These terms and conditions as amended from time to time in accordance with Clause 15. |

| Contract | The contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions. |

| Goods | The goods (or any part of them) set out in the Order. |

| Order | The Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation, or verbally. |

| Seller | Golf and Turf Equipment Ltd, 12974684 of  Pine Grove Farm, Mare Lane, Reading, RG10 0QH

2. Basis of Contract

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. 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 are complete and accurate.

2.3. The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4. Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods. They shall not form part of the Contract or have any contractual force.

2.5. A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of [Insert Number, e.g., 20] Business Days from its date of issue.

3. Goods

3.1. The Goods are described in the Seller’s written acceptance of the Order or as modified by any applicable specification agreed in writing by the Seller and the Buyer.

3.2. The Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. Delivery

4.1. The Seller shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Buyer and Seller reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and special storage instructions (if any).

4.2. The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Seller notifies the Buyer that the Goods are ready.

4.3. Delivery is completed on the Goods’ arrival at the Delivery Location.

4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5. If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

4.6. If the Buyer fails to accept delivery of the Goods within [Insert Number] Business Days of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Seller’s failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 a.m. on the [Insert Number] Business Day after the day on which the Seller notified the Buyer that the Goods were ready; and

(b) the Seller shall store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

5. Warranties
   • New machines will come with a 12 month manufacturers warranty which the Company will if needed assign to the Customer.
   • Used machines will come with a 3 month ‘parts only’ warranty excluding consumables parts and wear and tear items provided by the Company.

• DISCLAIMER OF WARRANTIES & LIMITATIONS OF REMEDIES
  • Other than warranties contained in the terms and conditions the Company makes no warranties express or implied. Any implied warranty of manufacturable quality or fitness of purpose which exceeds the provisions or terms and conditions in hereby disclaimed.
  • The Company under no circumstances be liable for consequential loss however caused. The Company’s liability for any non-performance of any order be limited to the value of the goods for which the claim relates.
  • Nothing contained in these conditions shall be constituted as an attempt to limit the liability of the Company for the death or personal injury to any person caused by the Company’s negligence or the negligence of any other reason for which the Company is vicariously liable.
  • Any machine sold in ‘existing condition’ or ‘as seen’ will be supplied without any guarantees to function condition or fitness for purpose. The Customer shall carry out a risk assessment to ensure the machine is safe and without risk to the health and safety of and their undertaking shall have the effect of relieving the Company of any liability thereto.

7. Title and Risk

7.1. The risk in the Goods shall pass to the Buyer on completion of delivery (Clause 4.3).

7.2. Title to the Goods shall not pass to the Buyer until the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

7.3. Until title to the Goods has passed to the Buyer, the Buyer shall:

(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Seller immediately if it becomes subject to any of the events listed in Clause 12.2.

8. Price and Payment

8.1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller’s published price list in force as at the date of delivery.

8.2. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.

8.3. The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

8.4. The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery.

8.5. The Buyer shall pay the invoice in full and cleared funds within [Insert Number, e.g., 30] days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Seller. Time of payment is of the essence.

8.6. If the Buyer fails to make any payment due to the Seller under the Contract 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, but at 4% per annum for any period when that base rate is below 0%. Such interest shall accrue on a daily basis from the Due Date until actual payment of the overdue amount.

9. Limitation of Liability

9.1. Nothing in these Conditions shall limit or exclude the Seller’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

9.2. Subject to Clause 8.1, the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a) loss of profit;

(b) loss of business;

(c) depletion of goodwill and/or similar losses;

(d) loss of anticipated savings;

(e) loss of goods;

(f) loss of contract;

(g) loss of use; or

(h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

9.3. Subject to Clause 8.1, the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods paid by the Buyer under that specific Contract.

10. Termination

10.1. Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if:

(a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [Insert Number] days of being notified in writing to do so;

(b) the Buyer fails to pay any amount due under the Contract on the Due Date for payment; or

(c) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

11. Force Majeure

11.1. The Seller shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event or circumstance outside of the Seller’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.

12. General

12.1. Assignment and other dealings. The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.

12.2. Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.3. 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.