Terms & Conditions - Clubhouse

For Orders Placed by Customers with a Signed Clubhouse Agreement

Clubhouse Terms and Conditions of Sale

Version 1 March 2023

1. Interpretation
1.1 Definitions: 

Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions means the terms and conditions set out in this document.
Contract means a contract between the Supplier and the Customer for the sale and purchase of goods in accordance with these Conditions.
Customer means the person who orders Goods from the Supplier. A person includes a corporate or unincorporated body (whether or not having separate legal personality).
Delivery Location has the meaning given in clause 4.1.
Force Majeure Event means an act of God, war, insurrection, riot, civil disturbance, acts of terrorism, fire, explosion, theft, malicious damage, strike, lock-out, third party injunction, national defence requirements and any other cause beyond the control of the party affected by it including in the case of the Supplier, any failure or delay in delivery by a manufacturer of Goods.
Supplier Pro-Direct Sport Limited (Company number 04245687).
Warranty Period has the meaning given in clause 5.1.

2. Basis of contract 
2.1 These Conditions apply to all orders placed by or on behalf of a Customer and accepted by the Supplier for the supply of any goods. 
2.2 These Conditions apply to the exclusion of any other terms and conditions that a Customer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3 Any order placed by or on behalf of a Customer shall be deemed to constitute an offer by the Customer to purchase goods from the Supplier in accordance with these Conditions. 
2.4 No order shall be deemed accepted until the Supplier issues a written acceptance of the order, at which point a Contract shall come into existence.

3. Price and payment
3.1 All prices payable for goods shall be the relevant brand’s Recommended Retail Price, plus the Supplier’s charges for customisation, each as published from time to time on the Supplier’s website, less any applicable discount set out in the Contract.
3.2 Unless otherwise stated in writing by the Supplier, all prices:
3.2.1 include amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate; and
3.2.2 exclude all costs and charges of packaging, insurance and delivery of the goods, which shall be invoiced to the Customer. Delivery charges will be calculated in line with the costs chargeable for the Supplier’s normal ecommerce business and will vary dependent upon the service selected, the destination and volume or weight of the package.
3.3 The Supplier may invoice the Customer on or at any time after an order has been picked and either sent to the Supplier’s production department for customisation or if the Goods are not customised, when the Goods are ready for dispatch. 
3.4 Unless agreed otherwise in writing, the Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice, in full and cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence.
3.5 If the Customer fails to make a payment due to the Supplier by the due date, then, without limiting the Supplier's other remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Furthermore, the Supplier has no obligation to deliver any goods to the Customer until payment has been made in full and cleared funds of the overdue sum, plus all interest due.

4. Delivery 
4.1 Unless otherwise agreed in writing by the Supplier, the Supplier shall deliver the goods to the address stated on the order (‘Delivery Location’). 
4.2 The Supplier shall endeavour to deliver the goods to the Delivery Location within six weeks of acceptance of the Customer’s order and in any event within a reasonable time. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. 
4.3 The Supplier shall not be liable for any delay in delivery of any goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
4.4 If the Supplier fails to deliver the goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Supplier’s price for the goods. The Supplier shall have no liability for any failure to deliver the goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.

5. Quality
5.1 The Supplier warrants that on delivery of the goods and (subject to clause 5.6) for a period of 12 weeks from the date of delivery (Warranty Period), the goods shall:
5.1.1 be free from material defects in design, material and workmanship; and
5.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to the Supplier during the Warranty Period and within no more than 1 week of becoming aware of the defect that some or all of the goods do not comply with the warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, replace the defective goods, or refund the price of the defective goods in full, and this shall be the Customer’s sole and exclusive remedy.
5.3 The Supplier shall not be liable for the goods' failure to comply with the warranty set out in clause 5.1 if:
5.3.1 the Customer makes any further use of such goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier's instructions as to the storage, use and maintenance of the goods or (if there are none) good trade practice;
5.3.3 the Customer alters or repairs such goods without the written consent of the Supplier; or
5.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

5.4 Without prejudice to the warranties given in clause 5.1, the Customer acknowledges and agrees that it shall be solely responsible for ensuring the specification, design or any other characteristic of the goods complies with any specific rules or requirements of any league or association in which the Customer participates. The Supplier shall have no liability whatsoever for the failure of any goods to comply with any such rules or requirements unless the Supplier has confirmed in writing they will comply.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded.

5.6 Without prejudice to the foregoing, the Supplier will, in respect of any goods which have not been customised for the Customer and to the extent it is able to do so, pass on the benefit of any valid manufacturer’s warranty if the period of such manufacturer’s warranty exceeds the period stated in clause 5.1.

6. Title and risk
6.1 Risk shall pass to the Customer on completion of delivery.
6.2 Title shall not pass to the Customer until the Supplier receives payment in full in cleared funds for the goods. 

7. Limitation of liability
7.1 The restrictions on liability in this clause apply to every liability arising under or in connection with a Contract (save in respect of any indemnity given) including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
7.2.1 death or personal injury caused by negligence;
7.2.2 fraud or fraudulent misrepresentation;
7.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
7.2.4 defective products under the Consumer Protection Act 1987.
7.3 Subject to clause 7.3, the following types of loss are wholly excluded:
7.3.1 loss of profits;
7.3.2 loss of sales or business;
7.3.3 loss of agreements or contracts;
7.3.4 loss of anticipated savings;
7.3.5 loss of use or corruption of software, data or information;
7.3.6 loss of or damage to goodwill; and
7.3.7 all indirect or consequential loss.

8. Termination
8.1 Without limiting its other rights or remedies, either party may terminate a Contract with immediate effect by giving written notice to the other party, if the other party: 
8.1.1 fails to pay any amount due under the Contract and/or any other Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; 
8.1.2 commits a material breach of the Contract and/or any other Contract and fails to remedy that breach within 28 days of being notified in writing to do so; 
8.1.3 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, or enters into administration, liquidation, administrative receivership or any composition or arrangement with its creditors; 
8.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract and/or any other Contract is in jeopardy. 
8.2 Termination of a Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9. Force majeure
The Supplier shall not be in breach of a Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 60 Days, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier.

10. Intellectual Property 
The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier in connection with any third party claim made against the Supplier for infringement of a third party's intellectual property rights as a consequence of and in connection with the Supplier, at the request of the Customer, manufacturing and/or supplying any goods which incorporate any materials (including logos and designs) supplied to it by or on behalf of the Customer.

11. Assignment and other dealings.
Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under a Contract without the prior written consent of the other party.

12. Entire agreement.
12.1 These Conditions constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to their subject matter.
12.2 Each party acknowledges that in entering into a Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions. Nothing in this clause shall limit or exclude any liability for fraud.

13. Variation. 
No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. Waiver.
14.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15. Severance. 
If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of a Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. Set Off 
All amounts due under a Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

17. Notices
17.1 Any notification of a breach of a Contract, or notice to terminate a Contract, shall be in writing and sent by post or delivered by hand to the other party’s address. Such notice shall be deemed received, if sent by next working day delivery service, at 9.00 am on the second Business Day after posting. 
17.2 All other notices or communication pursuant to a Contract may be sent by email to the email address of the other party and shall be deemed received once receipt is confirmed by email by the other party.

18. Third party rights.
These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of a Contract.

19. Governing law. 
All Contracts, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

20. Jurisdiction. 
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with a Contract or its subject matter or formation.