STANDARD TERMS AND CONDITIONS
FOR SALE OF GOODS
OF
STAUNCH WATERPOLO
1. DEFINITIONS
In this document the following words shall have the following meanings:
"Buyer" means the organisation or person who buys Goods from the Seller;
"Goods" means the articles to be supplied to the Buyer the Seller;
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade
marks, know-how and all other forms of intellectual property wherever in the world enforceable;
"List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;
"Seller" means STAUNCH WATERPOLO [ NAME AND ADDRESS OF SELLER].
2. GENERAL
These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the
Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer
whether in negotiation or at any stage in the dealings between the parties, including any standard or
printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from
such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
Any variation to these Terms and Conditions (including any special terms and conditions agreed
between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICE AND PAYMENT
The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in
writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the
[BUYER OR SELLER].
Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date
of receipt of the invoice supplied by the Seller.
The Seller shall be entitled to charge interest on overdue invoices from the date when payment
becomes due from day to day until the date of payment at a rate of [PERCENT] per annum above the
base rate of the [CENTRAL BANK].
If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
require payment in advance of delivery in relation to any Goods not previously delivered;
refuse to make delivery of any undelivered Goods whether ordered under the contract or not and
without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
terminate the contract.
4. DESCRIPTION
Any description given or applied to the Goods is given by way of identification only and the use of
such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer
hereby affirms that it does not in any way rely on any description when entering into the contract.
5. SAMPLE
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that
such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself
the quality of the bulk, and not so as to constitute a sale by sample.
6. DELIVERY
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by
the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take
delivery of the Goods whenever they are tendered for delivery.
The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the
essence of the contract.
If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be
entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall
be liable for any expense associated with such storage.
The Buyer shall be entitled to replacement Goods where the Goods have been damaged during
transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.
7. RISK
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s
premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are
entrusted to it or set aside for its collection, whichever happens first.
8. TITLE
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9. WARRANTY
Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall
repair, or in its sole discretion, replace defective Goods free of charge within [WARRANTY
PERIOD] from the date of delivery, subject to the following conditions:
the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
the defect being due to the faulty design, materials or workmanship of the Seller.
Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so
requested by the Seller.
Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty
granted to the Seller in respect of the Goods shall be passed on to the Buyer.
The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the
event that such price has already been paid.
The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein,
including, but without limitation, Clauses 10 and 11 below.
10. LIABILITY
No liability of any nature shall be incurred or accepted by the Seller in respect of any representation
made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the
making of this contract where such representations were made or given in relation to:
the correspondence of the Goods with any description;
the quality of the Goods; or the fitness of the Goods for any purpose whatsoever.
No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of
this contract where such term relates in any way to:
the correspondence of the Goods with any description;
the quality of the Goods; or the fitness of the Goods for any purpose whatsoever.
All implied terms, conditions or warranties as to the correspondence of the Goods to any description
or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether
made known to the Seller or not) are hereby excluded from the contract.
11. LIMITATION OF LIABILITY
Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason,
unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount
not exceeding the contract price.
Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the
liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its
employees or agents.
12. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this
Agreement shall, so far as not already vested, become the absolute property of the Seller, and the
Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the
execution of appropriate instruments or the making of agreements with third parties.
13. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control, including but not limited to
acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or
unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a
reasonable extension of its obligations. If the delay persists for such time as the Seller considers
unreasonable, it may, without liability on its part, terminate the contract.
14. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any
partnership or joint venture between the parties and nothing in these Terms and Conditions shall be
deemed to construe either of the parties as the agent of the other.
15. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred,
nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior
written consent of the Seller.
16. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and
Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all
Terms and Conditions of this Agreement.
17. SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if these Terms and Conditions had been
agreed with the invalid, illegal or unenforceable provision eliminated.
18. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of [COUNTRY] and
the parties hereby submit to the exclusive jurisdiction of the [NATIONALITY] courts.te your text here...