Terms & Conditions

* Applicable to EMEA only.

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

Eaton Limited t/a Golf Pride (registered number 00155621) whose registered office is at PO Box 554, Abbey Park Southampton Road, Titchfield, Fareham PO14 4QA ("we" or "us")

Your attention is particularly drawn to the exclusions and limitations of liability at Condition 8.

1. DEFINITIONS AND INTERPRETATION

In these Conditions:

1.1 the following expressions have the following meanings. Expressions defined in a Condition have the same meaning when used in any other Condition:

"Affiliate" in respect of a person, any persons that Control, are Controlled by or are under common Control with that person from time to time and for this purpose "Control" means, in relation to a person, the power (direct or indirect) to direct or cause the direction of its affairs, whether by means of holding shares, possessing voting power, exercising contractual powers or otherwise

"Liability" liability arising out of or in connection with a Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party's obligations under a Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence

"Order" your order for the supply of Goods by us

"Order Acknowledgement" our acceptance of the Order

"Prices" the prices for the Goods set out in our price list at the point of Delivery or in the event that an Order Acknowledgement includes prices the prices detailed in the Order Acknowledgement

"you" the person named as the customer in the Order

1.2 all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;

1.3 references to a "person" include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture or any other entity (in each case whether or not having separate legal personality); and

1.4 any words following the words "include", "includes", "including", "in particular" or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.

2. CONTRACT FORMATION

2.1 The Order constitutes an offer by you to purchase the goods set out in the Order ("Goods") from us on these Conditions. A contract for the supply of Goods by us to you on these Conditions ("Contract") will be formed when we accept the Order by issuing an Order Acknowledgement. We are not obliged to accept Orders.

2.2 These Conditions are the only terms and conditions on which we will supply goods to you and will apply to the exclusion of all other terms and conditions including any terms and conditions which you seek to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in the Contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.

2.3 We may deliver Goods in instalments and/or invoice the Price for each instalment separately. Each instalment will be deemed to be a separate contract and no cancellation or termination of any contract relating to an instalment will entitle you to cancel or terminate any other contract.

2.4 We will only accept Orders for full cases of Goods. The number of Goods per case for each type of Goods is specified in our price list.

3. THE GOODS

3.1 We may at any time vary the materials which are used in Goods or the design, finish or specification of Goods and/or their packaging to the extent that this does not materially affect their quality or performance or this is necessary to comply with any health and safety or other legal requirements.

4. DELIVERY

4.1 Goods will be delivered FCA (as such term is defined in Incoterms 2010) to the UK location set out in the Order Acknowledgement. Delivery of the Goods ("Delivery") will be deemed to occur when we complete our delivery obligations under that Incoterm. To the extent only of any conflict or inconsistency between that Incoterm and these Conditions, these Conditions will take precedence.

4.2 We will use reasonable endeavours to deliver Goods on the estimated delivery date set out in the Order Acknowledgement. Time for delivery of the Goods will not be of the essence. Delivery dates are estimates only.

4.3 If (i) Goods have not been delivered under Condition 4.2 within 30 days from and including the estimated delivery date and (ii) we fail to deliver those Goods under Condition 4.2 within 30 days of a written notice referring to this Condition 4.3 and setting out your rights under it being given by you, you may cancel the Contract by giving written notice to that effect to us. If you exercise your right of cancellation we will refund to you any monies which you have already paid to us under the Contract. Subject to Condition 8.5, our sole Liability for our failure to deliver the Goods will be limited to the price (exclusive of value added tax) paid by you in obtaining replacement goods of equivalent description and quality in the cheapest market available, less the Price of the Goods.

4.4 Save as provided in Condition 4.3, you will not be entitled to cancel a Contract or to reject any Goods by reason of delay in delivery or failure to deliver.

4.5 If Delivery occurs but you fail to accept delivery of the Goods we may:

4.5.1 store or arrange for storage of the Goods until you accept delivery of them or they are disposed of under Condition 4.5.2;

4.5.2 treat the Contract as repudiated by you and dispose of the Goods as we see fit. If we sell any Goods under this Condition 4.5.2 at a price which is less than the relevant Price, we may charge you for the shortfall; and

4.5.3 charge you for all costs and expenses which we incur under Conditions 4.5.1 and 4.5.2.

5. PASSING OF RISK AND RETENTION OF TITLE


5.1 Risk of damage to or loss of the Goods will pass to you on Delivery.

5.2 Subject to Conditions 5.3 and 5.4, legal and beneficial ownership of the Goods will not pass to you until we have received in full:

5.2.1 all sums due to us in respect of the Goods; and

5.2.2 all other sums which are or which become due to us from you on any account whatsoever.

5.3 You may resell the Goods in the ordinary course of your business and, if you do so, legal and beneficial ownership of the relevant Goods will pass to you immediately prior to you entering into a binding contract for the sale of those Goods.

5.4 We may, by giving written notice to you, pass legal and beneficial ownership of the Goods (or any of them) to you at any time before such ownership would otherwise have passed to you.

5.5 Until ownership of the Goods has passed to you, you will:

5.5.1 store the Goods (at no cost to us) separately from all other goods in such a way that they remain readily identifiable as our property; and

5.5.2 maintain the Goods in satisfactory condition.

5.6 You may use the Goods in the ordinary course of your business before ownership has passed to you.

5.7 You grant, and will procure that the owner of any relevant third party premises grants, us, our agents, employees and sub-contractors 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 your right to possession, use and resale has terminated, to recover them.

5.8 Our rights contained in this Condition 5 will survive expiry or termination of a Contract however arising.

6. PRICE AND PAYMENT

6.1 You will pay the Prices to us in accordance with this Condition 6.

6.2 The Prices are applicable provided that you Order at least 1,500 grips. We will not normally accept Orders for less than 1,500 grips.

6.3 You will purchase any minimum quantity of Goods specified in the Order Acknowledgement.

6.4 The Prices are inclusive of packaging, insurance, carriage and delivery costs up to the point of Delivery unless specified in the Order Acknowledgement or unless you request a premium delivery service.

6.5 Any sum payable under a Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.

6.6 We may invoice you for the Prices for the Goods and any packaging, insurance, carriage and delivery costs payable by you in addition to the Prices following Delivery unless stated in the Quote or Order Acknowledgement that we will invoice sooner.

6.7 Unless we specify in an Order Acknowledgement that payment is due in advance of Delivery (in which case you will pay for the Goods on or before the estimated delivery date set out in the Order Acknowledgement and we will not be obliged to Deliver the Goods until we have received payment in full for them), each invoice will be payable by you within 30 days following the date on which the invoice is issued. All payments will be made in the currency stipulated in the invoice issued under Condition 6.6.

6.8 If any sum payable under a Contract is not paid on or before the due date for payment we may:

6.8.1 charge you interest on that sum at the rate of 4% per annum over the base lending rate from time to time of Deutsche Bank from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis; and

6.8.2 recover any costs and expenses incurred by us arising from the non-payment and recovery of payment from you.

6.9 If you fail to make any payment due to us under a Contract on or before the due date then all unpaid invoices will immediately become due and payable and we may withhold further deliveries until payment of all overdue sums is made.

6.10 Save as otherwise expressly provided in these Conditions or required by law, all payments to be made by you to us under a Contract will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.

7. WARRANTY

7.1 We warrant to you that during the period of one year starting on the date of Delivery (the "Warranty Period") the Goods will be free from defects in materials or workmanship.

7.2 If, at any time during the Warranty Period, you become aware of a breach of the warranty at Condition 7.1, you will:

7.2.1 give written notice of the breach to us, such notice to be given within 7 days after you become aware of the breach and prior to expiry of the Warranty Period;

7.2.2 return to us at your cost the relevant Good; and

7.2.3 provide us with all information and assistance which we may reasonably require to investigate the alleged breach.

7.3 Subject to Condition 8.5, our only Liability for breach of the warranty at Condition 7.1 will be, at our option, to repair or replace the relevant Good or to reduce the Price of the relevant Good by a sum which is equitable in the circumstances.

7.4 Subject to Condition 8.5, we will not have any Liability for a breach of the warranty at Condition 7.1 if or to the extent that:

7.4.1 we in our absolute discretion deem that the Good is not defective;

7.4.2 you do not comply with Condition 7.2 in respect of the breach;

7.4.3 the relevant defect was caused by damage in transit after Delivery;

7.4.4 the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, storage or failure to comply with our instructions; or

7.4.5 you make further use of the relevant Good after discovering the breach.
The warranty under Condition 7.1 will apply to any Goods which are repaired or replaced under Condition 7.3 for the remainder of the original Warranty Period.

7.5 Subject to Condition 8.5, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from each Contract.

8. EXCLUSIONS AND LIMITATIONS OF LIABILITY

Your attention is particularly drawn to this Condition.

8.1 Subject to Condition 8.5, our entire Liability for any non-delivery of Goods or failure to deliver the Goods in accordance with the timescales set out or referred to in a Contract will be as set out in Condition 4.3 and we will have no other Liability for any such non-delivery or failure to deliver.

8.2 Subject to Condition 8.5, our maximum aggregate Liability under each Contract will be limited to the Price paid under that Contract.

8.3 We will have no Liability to you for any:

8.3.1 loss of profit;

8.3.2 loss of revenue, loss of production or loss of business;

8.3.3 loss of goodwill, loss of reputation or loss of opportunity;

8.3.4 loss of anticipated savings or loss of margin;

8.3.5 loss of bargain;

8.3.6 liability that you have to third parties,
(in each case whether direct, indirect or consequential); or

8.3.7 indirect, consequential or special loss, subject always to Condition 8.5.

8.4 We will not be in breach of a Contract or liable to you for any failure or delay in performing our obligations under a Contract to the extent that such failure or delay is due to any event or circumstance beyond our reasonable control.

8.5 Nothing in any Contract will operate to exclude or restrict one party's Liability (if any) to the other:

8.5.1 for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable;

8.5.2 for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or

8.5.3 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

9. TERMINATION

9.1 If you commit a material breach of a Contract we may terminate the Contract immediately by written notice to you.

9.2 We may terminate a Contract immediately by written notice to you if:

9.2.1 you have a receiver, administrator or provisional liquidator appointed; you are subject to a notice of intention to appoint an administrator; any person takes any step or action to appoint an administrator in respect of you; you pass a resolution to appoint an administrator in respect of yourself or for your winding-up; have a winding up order made by a court in respect of you; you or any other person proposes or you enter into any composition or arrangement with creditors; cease to carry on business; or have any steps or actions taken in connection with any of these procedures; or are the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction;

9.2.2 we give you written notice that we have any reasonable concerns regarding your financial standing; or

9.2.3 you fail to pay any sum due under the Contract on or before its due date.

9.3 If an event or circumstance giving rise to relief from liability under Condition 8.4 continues for over 60 days, either party may terminate the Contract immediately by giving by giving written notice to that effect to the other party.

9.4 Following expiry or termination of a Contract:

9.4.1 any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract will continue in force; and

9.4.2 all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.

9.5 Within 30 days after the date of expiry or termination of a Contract each party will, subject to the exception set out in Condition 9.6:

9.5.1 if requested to do so, return to the other party all of the other party's Confidential Information (including all copies and extracts) in its possession or control; and

9.5.2 cease to use the other party's Confidential Information.

9.6 Each party may retain any of the other party's Confidential Information which it has to keep to comply with any applicable law. The provisions of Condition 10 will continue to apply to retained Confidential Information.

10. CONFIDENTIALITY

10.1 Each party will, subject to Conditions 10.2 and 10.3:

10.1.1 only use the other party's Confidential Information for the purpose of performing its obligations and exercising its rights under the Contract;

10.1.2 keep the other party's Confidential Information secret, safe and secure; and

10.1.3 not disclose the other party's Confidential Information to any other person.

10.2 Each party may disclose the other party's Confidential Information:

10.2.1 to the extent required by law or any court of competent jurisdiction or the rules of any governmental or regulatory body; and

10.2.2 to those of its officers, directors, employees and professional advisers and, in our case, our agents and sub-contractors, who need access to that Confidential Information so that it can perform its obligations and exercise its rights under the Contract. A party disclosing the other party's Confidential Information under this Condition 10.2.2 will procure that each person to whom it discloses that Confidential Information will not do or omit to do anything which if done or omitted to be done by that party would be a breach of this Condition 10.

10.3 We may disclose Confidential Information to any Affiliate provided that we will procure any such Affiliate does not do or omit to do anything which if done or omitted to be done by us would be a breach of this Condition 10.

10.4 "Confidential Information" means the terms of the Contract and any information that relates to a party (or any of its businesses) and which is disclosed to the other party in connection with the Contract, but excluding information that:

10.4.1 is at the relevant time in the public domain (other than by virtue of a breach of this Condition 10);

10.4.2 was received by the other party from a third party who did not acquire it in confidence; or

10.4.3 is developed by the other party without any breach of the Contract.

11. NOTICE

11.1 Subject to Condition 11.4, any notice given under or in connection with a Contract will be in the English language and:

11.1.1 sent to the relevant party's address by pre-paid first class post; or

11.1.2 delivered to or left at the relevant party's address (but not, by the method set out in Condition 11.1.1), and, in the case of any notice to be given to us, marked for the attention of our specified representative and sent to the address notified to by us to you from time to time.

11.2 Any notice given in accordance with Condition 11.1 will be deemed to have been served:

11.2.1 if given as set out in Condition 11.1.1, at 9.00 a.m. on the third day after the date of posting for first class; or

11.2.2 if given as set out in Condition 11.1.2, at the time the notice is delivered to or left at that party's address.

11.3 To prove service of a notice it will be sufficient to prove that the provisions of Condition 11.1 were complied with.

11.4 This Condition 11 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.

12. GENERAL

12.1 Subject to Condition 8.5.2, a Contract constitutes the entire agreement between us and supersedes any prior agreement or arrangement in respect of its subject matter and neither party enters into a Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in the Contract.

12.2 A delay in exercising or failure to exercise a right or remedy under or in connection with a Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

12.3 If any term of a Contract (including Condition 8) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract. This will not affect the remainder of the Contract which will continue in full force and effect.

12.4 No variation to a Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.

12.5 Nothing in a Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

12.6 Each party agrees it is an independent contractor and enters into each Contract as principal and not as agent for or for the benefit of any other person.

12.7 The parties do not intend that any term of a Contract will be enforceable by any person who is not a party to it.

12.8 Our rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.

12.9 You may not assign, transfer, charge, hold on trust for any person or deal in any other manner with any of your rights under a Contract.

13. GOVERNING LAW AND JURISDICTION

13.1 Each Contract and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.

13.2 The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with each Contract (including in relation to any non-contractual obligations).