Terms and Conditions
1. Application of Terms and Conditions
- UK Gymnastics Affiliation Limited (UKG) shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation and sales order confirmation which shall be subject to these Terms and Conditions; and
- The Contract shall be to the exclusion of any other terms and 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. Definitions and Interpretation
- In these Terms & Conditions, unless the context otherwise requires, the following expressions have the following meanings:
means any day other than a Saturday, Sunday or bank holiday;
means the commencement date for the Contract as set out in the specified schedule;
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
means the price stated in the Contract payable for the Goods;
means the person who accepts a quotation or offer of UKG for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by UKG;
means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by UKG;
means the goods (including any instalment of the goods or any parts for them) which UKG is to supply in accordance with these Terms and Conditions;
means a calendar month;
means the Services to be provided to the Customer as set out in the specified schedule; and quotation
UK Gymnastics Affiliation Limited (UKG)
Means UK Gymnastics Affiliation Limited, a company in registered in England & Wales under 10865718 at The Gatehouse, Gatehouse Way, Aylesbury, Buckinghamshire, HP19 8DB
Unless the context otherwise requires, each reference in these Terms and Conditions to:
- “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
- a Schedule is a schedule to these Terms and Conditions; and
- a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
- a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
- The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
- Words imparting the singular number shall include the plural and vice versa.
- References to any gender shall include the other gender.
3. Basis of Sale and Service
- UKG’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the UKG in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
- No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and UKG.
- Sales literature, price lists and other documents issued by UKG in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on UKG unless UKG has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by the issuing of an invoice by UKG.
- Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by UKG shall be subject to correction without any liability on the part of UKG.
4. The Goods
- No order submitted by the Customer shall be deemed to be accepted by UKG unless and until confirmed in writing by UKG’s authorised representative.
- The specification for the Goods shall be that set out in UKG’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by UKG). The Goods will only be supplied in the minimum units thereof stated in UKG’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly
- Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by UKG are intended as a guide only and shall not be binding on UKG.
- UKG reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
- No order which has been accepted by UKG may be cancelled by the Customer except with the agreement in writing of UKG on the terms that the Customer shall indemnify UKG in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by UKG as a result of such cancellation.
5. The Services
- With effect from the Commencement Date UKG shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the quotation or specified schedule.
- UKG will use reasonable care and skill to perform the Services identified in the quotation or specified schedule.
- UKG shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
- The price of the Goods and Services shall be the price listed in UKG’s quotation current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by UKG and the Customer.
- Where UKG has quoted a price for the Goods this will be valid for 30 (Thirty) days only or such lesser time as UKG may specify.
- UKG reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to UKG which is due to any factor beyond the control of UKG (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give UKG adequate information or instructions.
- Except as otherwise stated under the terms of any quotation or specified schedule or in any price list of UKG, and unless otherwise agreed in writing between the Customer and UKG, all prices are inclusive of UKG’s charges for packaging and transport.
- The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to UKG.
- Subject to any special terms agreed in writing between the Customer and UKG, UKG shall invoice the Customer for the price of the Goods and Services prior to the delivery of the Goods and/or the Provision of the Services (as applicable).
- When the Customer purchases Goods and/or Services from UKGs website, Customers shall pay the price (less any discount or credit allowed by UKG, but without any other deduction, credit or set off) during checkout via card or if paying via BACS the same day. Receipts for payment via BACS will be issued only upon request.
- When the Customer purchases Goods and/or Services from UKG directly, Customers shall pay the price (less any discount or credit allowed by UKG, but without any other deduction, credit or set off) within 14 (fourteen) Business Days of the date of UKG’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and UKG in respect of the Contract. Payment shall be made by the due date. Receipts for payment will be issued only upon request.
- All payments shall be made to UKG as indicated on the form of acceptance or invoice issued by UKG.
- UKG is not obliged to accept orders from any customer or buyer who has not supplied UKG with references satisfactory to UKG. If at any time UKG is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by the Customer to UKG shall be immediately payable in cash.
8. Dispatch of Goods
- When Goods are in stock UKG will aim to dispatch these to the Customer the next Business Day
- In the event we are unable to dispatch goods a notice will be placed on our website. These events include but are not limited to our offices being closed.
- When Goods are out of stock they will be dispatched as soon as they come back in to stock.
- Goods will be delivered to the address provided by the Customer.
9. Defective Goods
If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to UKG within 7 (Seven) Business Days of such delivery, UKG shall at its option:
- replace the defective Goods within 14 (Fourteen) Business Days of receiving the Customer’s notice; or
refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but UKG shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
- No Goods may be returned to UKG without the prior agreement in writing of UKG. Subject thereto any Goods returned which UKG is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at UKG’s sole discretion UKG shall refund or credit to the Customer the price of such defective Goods but UKG shall have no further liability to the Customer.
- UKG shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow UKG’s instructions (whether given orally or in writing), misuse or alteration of the Goods without UKG’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
- Goods, other than defective Goods returned under sub-Clauses 9.1 or 9.2, returned by the Customer and accepted by UKG may be credited to the Customer at UKG’s sole discretion and without any obligation on the part of UKG.
- Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by UKG or any competent governmental or regulatory authority and the Customer will indemnify UKG against any liability loss or damage which UKG might suffer as a result of the Customer’s failure to comply with this condition.
10. Customer’s Default
If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to UKG, UKG shall be entitled to:
- cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
- appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and UKG) as UKG may think fit (notwithstanding any purported appropriation by the Customer); and
- charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
This condition applies if:
- the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
- the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
- an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
- the Customer ceases, or threatens to cease, to carry on business; or
- UKG reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
- If sub-Clause 10.2 applies then, without prejudice to any other right or remedy available to UKG, UKG shall be entitled to cancel the Contract or suspend any further deliveries under the Contract 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 notwithstanding any previous agreement or arrangement to the contrary.
- UKG will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by UKG’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
- All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
- The Customer shall indemnify UKG against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
- Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
- UKG shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of UKG’s obligations if the delay or failure was due to any cause beyond UKG’s reasonable control.
Nothing in these Terms and Conditions excludes or limits the liability of UKG:
- for death or personal injury caused by UKG’s negligence;
- for any matter which it would be illegal for UKG to exclude or attempt to exclude its liability; or
- for fraud or fraudulent misrepresentation.
Subject to the remaining provisions of this Clause 14:
- UKG’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
- UKG shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
Each Party undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 6 months after its termination:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other person;
- not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 12.1.1 to 12.1.4 above.
Either Party may:
disclose any Confidential Information to:
- any sub-contractor or supplier of that Party;
- any governmental or other authority or regulatory body; or
- any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 126.96.36.199 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 12, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
- use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
- disclose any Confidential Information to:
- The provisions of this Clause 12 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
13. Intellectual Property
- Each party shall continue to own the Intellectual Property Rights in all documents, Goods and Services owned by that party prior to the date of the Contract.
- So far as is required for the completion of the Contract the party owning such Intellectual Property Rights shall grant to the other a royalty free, non-exclusive, non-assignable licence that will terminate on the termination of the Contract.
- UKG shall own the Intellectual Property Rights in all documents, Goods and Services created by it during the course of the Contract.
- The Customer acknowledges and agrees that where Services comprise or include software and programming, copyright and any other intellectual property rights in the information, software and material therein and in their arrangement and programming, is owned by UKG or used under licence from third party copyright owners.
- UKG grants the Customer a royalty free, non-exclusive, non- assignable licence to use any software for the explicit purposes of operating Goods supplied under this Contract.
The Customer shall not unless otherwise agreed in writing:
- copy, adapt or reverse compile the whole or any part of the software;
- assign, transfer, sell, lease, rent, charge or otherwise deal in the software or use the software on behalf of any third party or make available the same to any third party;
- remove or alter any copyright or other proprietary notice in the software;
- receive or be entitled to the programming source code or compiled code.
- All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
- when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
- on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
- on the tenth business day following mailing, if mailed by airmail, postage prepaid.
- All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
15. Force Majeure
- Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
- Provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
- The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
18. Third Party Rights
- Pursuant to the Contracts (Rights of Third Parties) Act 1999.
19. Law and Jurisdiction
- Matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
- Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.