1. Application of Conditions 

1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any  quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is  accepted by the Seller, 

1.2 These Conditions shall govern the Contract 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 Buyer. 

2. Interpretation  "Business Day" means any day other than a Saturday, Sunday or bank holiday;  "the Buyer"  means the person who accepts a quotation or offer of the Seller for the sale of the  Goods or whose order for the Goods is accepted by the Seller;  "the Contract" means the contract for the purchase and sale of the Goods under these conditions;  "these Conditions"  means the standard terms and conditions of sale set out in this document  and (unless the context otherwise requires) includes any special terms and conditions agreed in  writing between the Buyer and the Seller;  "the Delivery Date" means the date on which the Goods are to be delivered as stipulated in the  Buyer's order and accepted by the Seller;  "the Goods" means the goods (including any instalment of the goods or any parts for them)  which the Seller is to supply in accordance with these Conditions;  "month" means a calendar month;  "the Seller" means YOB GOLF LTD, a company registered in England under 05470240  "writing" includes any communications effected by telex, facsimile transmission, electronic  mail or any comparable means. 

2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed  as a reference to that statute or provision as amended, re-enacted or extended at the relevant time. 

2.3 The headings in these Conditions are for convenience only and shall not affect their  interpretation. 

3. Basis of Sale 

3.1 The Seller's employees or agents or distributors are not authorised to make any  representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any  such representations which are not so confirmed. 

3.2 No variation to these Conditions shall be binding unless agreed in writing between the  authorised representatives of the Buyer and the Seller. 

3.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods  are subject to alteration without notice and do not constitute offers to sell the Goods which are  capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered  prior to acceptance by the Seller or has accepted an order placed by the Buyer by whichever is the  earlier of:- 

3.3.1 the Seller's written acceptance; 

3.3.2 delivery of the Goods; or 

3.3.3 the Seller's invoice. 

3.4 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 the  Seller shall be subject to correction without any liability on the part of the Seller. 

4. Orders and Specifications 

4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless  accompanied by written order or official written instruction to proceed. 

4.2 The specification for the Goods shall be those set out in the Seller's sales documentation  unless varied expressly in the Buyer's order (if accepted by the Seller). The Goods will only be  supplied in the minimum units (or multiples) stated in the Seller's price list or in multiples of the  sales outer as specified. 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 the Seller are intended as a guide only and shall not be binding on the Seller. 

4.3 The Seller 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 Seller's specification, which do not materially affect their quality or performance. 

4.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with  the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller 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 the Seller as a result of cancellation. 

5. Price 

5.1 The price of the Goods shall be the price listed in YOB Golf Ltd published price list and  featured on the web site www.yobgolf.com current at the date of acceptance of the Buyer's order or  such other price as may be agreed in writing by the Seller and the Buyer. 5.2 Where the Seller has quoted a price for the Goods other than in accordance with the Seller's  published price list the price quoted shall be valid for 30 days only or such lesser time as the Seller  may specify. 

5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to  increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any  factor beyond the control of the Seller (such as, 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  which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of  the Buyer to give the Seller adequate information or instructions. 

5.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller,  and unless otherwise agreed in writing between the Buyer and the Seller, all prices are subject to the Seller's charges for packaging and transport. 

5.5 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a  similar nature which are imposed or charged by any competent fiscal authority in respect of the  Goods, which the Buyer shall be additionally liable to pay to the Seller. 

6. Payment 

6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller  shall invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods,  unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of  the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time  after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be)  the Seller has tendered delivery of the Goods. 

6.2 The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller,  but without any other deduction credit or set off) within 30 days of the date of the Seller's invoice or  otherwise in accordance with such credit term as may have been agreed in writing between the  Buyer and the Seller in respect of the Contract. Payment shall be made on the due date  notwithstanding that delivery may not have taken place and/or that the property in the Goods has  not passed to the Buyer. The time for the payment of the price shall be of the essence of the  Contract. Receipts for payment will be issued only upon request. 

6.3 All payments shall be made to HSBC finance (UK) ltd as specified by the Seller as indicated on  the form of acceptance or invoice issued by the Seller 

6.4 The Seller is not obliged to accept orders from any customer or buyer who has not supplied  the Seller with references satisfactory to the Seller; if at any time the Seller is not satisfied as to the  creditworthiness of the Buyer it may give notice to the Buyer that no further credit will be allowed to  the Buyer in which event no further goods will be delivered to the Buyer other than against cash  payment and notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to the  Seller shall be immediately payable in cash. 

7. Delivery 7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the  United Kingdom specified in the Buyer's order and/or the Seller's acceptance as the location to  which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the  Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer  that the Goods are ready for collection. 

7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence  unless previously agreed by the Seller. The Goods may be delivered by the Seller in advance of the  Delivery Date. 

7.3  Where the Goods are to be delivered in instalments, each delivery shall constitute a  separate contract and failure by the Seller to deliver any one or more of the instalments in  accordance with these Conditions or any claim by the Buyer in respect of any one or more  instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 

7.4 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date  and/or fails to provide any instructions, documents, licences, consents or authorisations required to  enable the Goods to be delivered on that date, the Seller shall be entitled upon given notice to the  Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of  Condition 10.1 of these Conditions risk in the Goods shall pass to the Buyer, delivery shall be  deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including  storage and insurance charges arising from such failure. 

8. Non-Delivery 

8.1 If the Seller fails to deliver the Goods or any of them on the Delivery Date other than for 

reasons outside the Seller's reasonable control or the Buyer's or its carrier's fault:- 

8.1.1 if the Seller delivers the Goods at any time thereafter the Seller shall have no liability in  respect of such late delivery; 

8.1.2 if the Buyer gives written notice to the Seller within 5 Business Days after the Delivery Date  and the Seller fails to deliver the Goods within 20 Business Days or any mutually agreed period after  receiving such notice the Buyer may cancel the order. 

9. Inspection/Shortage 

9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on  collection as the case may be. 

9.2 Where the Goods cannot be examined the carriers note or such other note as appropriate  shall be marked “not examined”. 

9.3 The Seller shall be under no liability for any damage or shortages that would be apparent on  reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Seller within 5 days of delivery  detailing the alleged damage or shortage. 9.4 In all cases where defects or shortages are complained of the Seller shall be under no liability  in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer. 

9.5 Subject to a 5% under or over variance on the ordered quantity, condition 9.3 and condition 

9.4, the Seller shall make good any shortage in the Goods and where appropriate replace any goods  damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability  whatsoever arising from such shortage or damage. 

10. Risk and Property 

10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:- 

10.1.1 in the case of Goods to be collected at the Seller's premises, the time when the Seller  notifies the Buyer that the Goods are available for collection; or 

10.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, the time of  delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. 

10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of  these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received  in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be  sold by the Seller to the Buyer for which payment is then due. 

10.3 Until such time as the property in the Goods passes to the Buyer:- 

10.3.1 the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the  Goods separate from those of the Buyer and third parties and properly stored, protected and  insured and identified as the Seller's property; 

10.3.2 the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business,  but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible  or intangible, including insurance proceeds, and shall keep all such proceeds separate from any  moneys or property of the Buyer and third parties and in the case of tangible proceeds, properly  stored, protected and insured; and 

10.3.3 provided the Goods are still in existence and have not been resold, the Seller shall be  entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails  to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are  stored and repossess the Goods. 

10.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any  indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all  money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the  Seller) forthwith become due and payable. 

11. Assignment 11.1 The Seller may assign the Contract or any part of it to any person, firm or company. 

11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior  written consent of the Seller. 

12. Defective Goods 

12.1 If on delivery any of the Goods are defective in any material respect and either the Buyer  lawfully refuses delivery of the defective Goods or, if they are signed for on delivery "condition and contents unknown" the Buyer gives written notice of such defect to the Seller within three business  days of such delivery, the Seller shall at its option:- 

12.1.1 replace the defective Goods within 15 days or as mutually agreed of receiving the Buyer's  notice; or 

12.1.2 refund to the Buyer the price for the goods which are defective; but the Seller shall have no  further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is  not refused or notice give by the Buyer as aforesaid. 

12.2 No Goods may be returned to the Seller without the prior agreement in writing of the Seller.  Subject thereto any Goods returned which the Seller 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 the Seller's sole discretion the Seller shall refund or credit to the Buyer the price of such  defective Goods but the Seller shall have no further liability to the Buyer. 

12.3 The Seller 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 the Seller's  instructions (whether oral or in writing), misuse or alteration of the Goods without the Seller's  approval, or any other act or omission on the part of the Buyer, its employees or agents or any third  party. 

12.4 Subject as expressly provided in these 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. 

12.5 Where the Goods are sold under a consumer sale the statutory rights of the Buyer are not  affected by these Conditions. 

12.6 Except in respect of death or personal injury caused by the Seller's negligence, or as  expressly provided in these Conditions, the Seller shall not be liable to the Buyer by reason of any  representation, or any implied warranty, condition or other term, or any duty at common law or  under statute, or under the express terms of the Contract, for any direct or consequential loss or  damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss),  costs, expenses or other claims for consequential compensation whatsoever (and whether caused by  the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer. 

13. Buyer's Default 13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other  right or remedy available to the Seller, the Seller shall be entitled to:- 

13.1.1 cancel the order or suspend any further deliveries to the Buyer; 

13.1.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied  under any other contract between the Buyer and the Seller) as the Seller may think fit  (notwithstanding any purported appropriation by the Buyer); and 

13.1.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at  the rate of two per cent per annum above HSBC plc 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). 

13.2 This condition applies if:- 

13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in  breach of the Contract; or 

13.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement  with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm)  becomes bankrupt or (being a company) goes into liquidation; or 

13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or  assets of the Buyer; or 

13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or 

13.2.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur  in relation to the Buyer and notifies the Buyer accordingly. 

13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy available to  the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under  the Contract without any liability to the Buyer, 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. 

14. Limitation of Liability 

14.1 Subject to condition 7, condition 8 and condition 13, the following provisions set out the  entire financial liability of the Seller (including any liability for the acts or omissions of its employees,  agents and sub-contractors) to the Buyer in respect of: 

14.1.1 any breach of these conditions; 

14.1.2 any use made (including but not limited to modifications) or resale by the Buyer of any of  the Goods, or of any product incorporating any of the Goods; and 

14.1.3 any representation, statement or tortious act or omission including negligence arising under  or in connection with the Contract. 14.2 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. 

14.3 Nothing in these conditions excludes or limits the liability of the Seller: 

14.3.1 for death or personal injury caused by the Seller's negligence; or 

14.3.2 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its  liability; or 

14.3.3 for fraud or fraudulent misrepresentation. 

14.4 Subject to condition 14.2 and condition 14.3: 

14.4.1 the Seller'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 

14.4.2 the Seller shall not be liable to the Buyer 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. 

15. Confidentiality, Publications and Endorsements 

15.1 The Buyer undertakes to the Seller that:- 

15.1.1 the Buyer will regard as confidential the contract and all information obtained by the Buyer  relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller's prior written consent provided that this undertaking shall not  apply to information which is in the public domain other than by reason of the Buyer's default; 

15.1.2 the Buyer will not use or authorise or permit any other person to use any name, trademark,  house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller  upon any premises note paper visiting cards advertisement or other printed matter or in any other  manner whatsoever unless such use shall have been previously authorised in writing by the Seller  and (where appropriate) its Licensor; 

15.1.3 the Buyer will use all reasonable endeavours to ensure compliance with this Condition by its  employees, servants and agents. 

15.2 This Condition shall survive the termination of the Contract. 

16. Communications 

16.1 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 or sent by electronic mail: 16.1.1 (in the case of communications to the Seller) to its registered office or such changed address  as shall be notified to the Buyer by the Seller; or

16.1.2 (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 Seller by the Buyer. 

16.2 Communications shall be deemed to have been received: 

16.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of  posting); or 

16.2.2 if delivered by hand, on the day of delivery; or 

16.2.3 if sent by fax or electronic mail on a Business Day prior to 5.00 pm, at the time of  transmission and otherwise on the next Business Day. 

17. Force Majeure 

17.1 In the event that either party is prevented from fulfilling its obligations under this  Agreement by reason of any supervening event beyond its control including but not limited to war,  national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 17.2) the party shall  not be deemed to be in breach of its obligations under this Agreement. The party shall immediately  give notice of this to the other party and must take all reasonable steps to resume performance of  its obligations. 

17.2 Sub-clause 17.1 shall not apply with respect to strikes and lockouts where such action has  been induced by the party so incapacitated. 

17.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and  all expenses and costs incurred by that party in enforcing its rights under this Agreement. 

17.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall  automatically terminate unless the parties first agree otherwise in writing. 

18. Waiver  No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of  any subsequent breach of the same or any other provision. 

19. Severance  If any provision of these Conditions is held by any competent authority to be invalid or  unenforceable in whole or in part the validity of the other provisions of these Conditions and the  remainder of the provision in question shall not be affected thereby. 

20. Third Party Rights  A person who is not a party to the Contract shall have no rights under the Contract pursuant to the  Contracts (Rights of Third Parties) Act 1999. 21. Governing Law and Jurisdiction  The Contract shall be governed by the laws of England and the parties agree to submit to the  exclusive jurisdiction of the English courts.