Terms and Conditions

1. INTERPRETATION
   1.1 The definitions and rules of interpretation in this condition apply in these conditions.
   Buyer: the person, firm or company who purchases the Goods from the Company.
   Company: Avant Garde Leisure (company number: 08585418 ) whose registered office is at Hardcores
   House, Rawson Spring Road, Sheffield, South Yorkshire, S6 1PD.
   Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods,
   incorporating these conditions.
   Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part
   or parts of them).
   1.2 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
   2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion
   of all other terms and conditions (including any terms or conditions which the Buyer purports
   to apply under any purchase order, confirmation of order, specification or other document).
   2.2 These conditions apply to all the Company’s sales and any variation to these conditions and any
   representations about the Goods shall have no effect unless expressly agreed in writing by
   the Company. The Buyer acknowledges that it has not relied on any statement, promise or
   representation made or given by or on behalf of the Company which is not set out in the
   Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent
   misrepresentation.
   2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed
   to be an offer by the Buyer to buy Goods subject to these conditions.
   2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written
   acknowledgement of order is issued by the Company or (if earlier) the Company delivers the
   Goods to the Buyer.
   2.5 Any quotation is given on the basis that no Contract shall come into existence until the Company
   despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of
   30 days only from its date, provided that the Company has not previously withdrawn it.
3. DESCRIPTION
   3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or
   acknowledgement of order.
   3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and
   any descriptions or illustrations contained in the Company’s catalogues or brochures are
   issued or published for the sole purpose of giving an approximate idea of the Goods
   described in them. They shall not form part of the Contract and this is not a sale by sample.
4. DELIVERY
   4.1 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time
   for delivery shall not be made of the essence by notice. If no dates are so specified, delivery
   shall be within a reasonable time.
   4.2 The Company may deliver the Goods by separate instalments. Each separate instalment shall be
   invoiced and paid for in accordance with the provisions of the Contract.
   4.3 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract
   relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or
   instalment.
5. NON-DELIVERY
   5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the
   Company’s place of business shall be conclusive evidence of the quantity received by the
   Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
   5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s
   negligence) unless the Buyer gives written notice to the Company of the non-delivery within
   four days of the date when the Goods would in the ordinary course of events have been
   received.
   5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods
   within a reasonable time or issuing a credit note at the pro rata Contract rate against any
   invoice raised for such Goods.
6. RISK/TITLE
   6.1 The Goods are at the risk of the Buyer from the time of delivery.
   6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or
   cleared funds) all sums due to it in respect of:
   6.2.1 the Goods; and
   6.2.2 all other sums which are or which become due to the Company from the
   Buyer on any account.
   6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
   6.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
   6.3.2 store the Goods (at no cost to the Company) separately from all other
   goods of the Buyer or any third party in such a way that they remain
   readily identifiable as the Company’s property;
   6.3.3 not destroy, deface or obscure any identifying mark or packaging on or
   relating to the Goods; and
   6.3.4 maintain the Goods in satisfactory condition and keep them insured on the
   Company’s behalf for their full price against all risks to the reasonable
   satisfaction of the Company. On request the Buyer shall produce the
   policy of insurance to the Company.
   6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
   6.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at
   full market value; and
   6.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s
   own behalf and the Buyer shall deal as principal when making such a sale.
   6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
   6.5.1 the Buyer has a bankruptcy order made against him or makes an
   arrangement or composition with his creditors, or otherwise takes the
   benefit of any statutory provision for the time being in force for the relief of
   insolvent debtors, or (being a body corporate) convenes a meeting of
   creditors (whether formal or informal), or enters into liquidation (whether
   voluntary or compulsory) except a solvent voluntary liquidation for the
   purpose only of reconstruction or amalgamation, or has a receiver and/or
   manager, administrator or administrative receiver appointed of its
   undertaking or any part thereof, or documents are filed with the court for
   the appointment of an administrator of the Buyer or notice of intention to
   appoint an administrator is given by the Buyer or its directors or by a
   qualifying floating charge holder (as defined in paragraph 14 of Schedule
   B1 to the Insolvency Act 1986), or a resolution is passed or a petition
   presented to any court for the winding-up of the Buyer or for the granting
   of an administration order in respect of the Buyer, or any proceedings are
   commenced relating to the insolvency or possible insolvency of the Buyer;
   or
   6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be
   levied on his/its property or obtained against him/it, or fails to observe or
   perform any of his/its obligations under the Contract or any other contract
   between the Company and the Buyer, or is unable to pay its debts within
   the meaning of section 123 of the Insolvency Act 1986 or the Buyer
   ceases to trade; or
   6.5.3 the Buyer encumbers or in any way charges any of the Goods.
   6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of
   any of the Goods has not passed from the Company.
   6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter
   any premises where the Goods are or may be stored in order to inspect them, or, where the
   Buyer’s right to possession has terminated, to recover them.
   6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the
   Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods
   of the kind sold by the Company to the Buyer in the order in which they were invoiced to the
   Buyer.
   6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights
   contained in this condition 6 shall remain in effect.
7. PRICE
   7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out
   in the Company’s price list published on the date of delivery or deemed delivery.
   7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to
   packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay
   in addition when it is due to pay for the Goods.
8. PAYMENT
   8.1 Subject to condition 8.3, payment of the price for the Goods is due in pounds sterling on the date of delivery of the Goods.
   8.2 Time for payment shall be of the essence.
   8.3 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
   8.4 The Buyer shall make all payments due under the Contract in full without any deduction whether by way
   of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
   8.5 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to
   pay interest to the Company on such sum from the due date for payment at the annual rate of
   3% above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily
   basis until payment is made, whether before or after any judgment. The Company reserves the
   right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9. QUALITY
   9.1 The Company warrants that (subject to the other provisions of these conditions) on delivery, and for a
   period of 12 months from the date of delivery, the Goods shall be of satisfactory quality within
   the meaning of the Sale of Goods Act 1979.
   9.2 The Company shall not be liable for a breach of the warranty in condition 9.1 unless:
   9.2.1 the Buyer gives written notice of the defect to the Company, and, if the defect
   is as a result of damage in transit to the carrier, within four days of the time
   when the Buyer discovers or ought to have discovered the defect; and
   9.2.2 the Company is given a reasonable opportunity after receiving the notice of
   examining such Goods and the Buyer (if asked to do so by the Company)
   returns such Goods to the Company’s place of business for the examination
   to take place there.
   9.3 The Company shall not be liable for a breach of the warranty in condition 9.1 if:
   9.3.1 the Buyer makes any further use of such Goods after giving such notice; or
   9.3.2 the defect arises because the Buyer failed to follow the Company’s oral or
   written instructions as to the storage, installation, commissioning, use or
   maintenance of the Goods or (if there are none) good trade practice; or
   9.3.3 the Buyer alters or repairs such Goods without the written consent of the
   Company.
   9.4 Subject to condition 9.2 and condition 9.3, if any of the Goods do not conform with the warranty in
   condition 9.1 the Company shall at its option repair or replace such Goods (or the defective part)
   or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so
   requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such
   Goods which is defective to the Company.
   9.5 If the Company complies with condition 9.4 it shall have no further liability for a breach of the warranty in
   condition 9.1 in respect of such Goods.
   9.6 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be
   guaranteed on these terms for the unexpired portion of the 12 month period.
10. OUR REFUNDS POLICY
    10.1 When you have made a purchase from us, you may cancel your order or part order before
    delivery commences. You must also contact us by email only, within 7 days of receiving your
    delivery. The following conditions apply to this statement.
    • The goods must be in saleable condition.
    • The refund you will be entitled to will be returned less collection
      charge.
      10.2 We will usually refund any money received from you using the same method originally used by
      you to pay for your purchase.
      10.3 Refunds will be actioned within 30 days of the goods being received back at our depot.
11. LIMITATION OF LIABILITY
    11.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial
    liability of the Company (including any liability for the acts or omissions of its employees, agents
    and sub-contractors) to the Buyer in respect of:
    11.1.1 any breach of these conditions;
    11.1.2 any use made or resale by the Buyer of any of the Goods, or of any product
    incorporating any of the Goods; and
    11.1.3 any representation, statement or tortious act or omission including negligence
    arising under or in connection with the Contract.
    11.2 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.
    11.3 Nothing in these conditions excludes or limits the liability of the Company:
    11.3.1 for death or personal injury caused by the Company’s negligence; or
    11.3.2 for any matter which it would be illegal for the Company to exclude or attempt
    to exclude its liability; or
    11.3.3 for fraud or fraudulent misrepresentation.
    11.4 Subject to condition 11.2 and condition 11.3:
    11.4.1 the Company’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
    11.4.2 the Company shall not be liable to the Buyer for loss of profit, loss of
    business, or depletion of goodwill 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.
12. ASSIGNMENT
    12.1 The Company may assign the Contract or any part of it to any person, firm or company.
    12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of
    the Company.
13. FORCE MAJEURE
    The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of
    the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying
    on of its business due to circumstances beyond the reasonable control of the Company including, without
    limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil
    commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating
    to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of
    adequate or suitable materials, provided that, if the event in question continues for a continuous period in
    excess of 60 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the
    Contract.
14. GENERAL
    14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or
    remedy of the Company whether under the Contract or not.
    14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent
    jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it
    shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or
    unreasonableness be deemed severable and the remaining provisions of the Contract and the
    remainder of such provision shall continue in full force and effect.
    14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall
    not be construed as a waiver of any of its rights under the Contract.
    14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the
    Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way
    affect the other terms of the Contract.
    14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of
    the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
    14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be
    governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
15. COMMUNICATIONS
    15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or
    sent by pre-paid first class post or sent by fax:
    15.1.1 (in case of communications to the Company) to its registered office or such
    changed address as shall be notified to the Buyer by the Company; or
    15.1.2 (in the case of the communications to the Buyer) to the registered office of
    the addressee (if it is a company) or (in any other case) to any address of
    the Buyer set out in any document which forms part of the Contract or
    such other address as shall be notified to the Company by the Buyer.
    15.2 Communications shall be deemed to have been received:
    15.2.1 if sent by pre-paid first class post, two days (excluding Saturdays,
    Sundays and bank and public holidays) after posting (exclusive of the day
    of posting); or
    15.2.2 if delivered by hand, on the day of delivery; or
    15.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission
    and otherwise on the next working day