OF TRADING For Celtic Developments ltd T/A Total Leisure Group Limited
The Product – The product is defined as follows – Any item supplied by Celtic Developments ltd T/A Total Leisure Group Limited associated with the Product generally or otherwise as identified by the isometric design, plan views and elevations and proposal document or otherwise.
1. The following are the only Terms and Conditions on which Celtic Developments ltd T/A Total Leisure Group Limited trades, and all offers, quotations, orders, acknowledgement of orders and every Contract between Celtic Developments ltd T/A Total Leisure Group Limited and the Client shall be subject hereto.
2. The Client shall purchase and Celtic Developments ltd T/A Total Leisure Group Limited shall sell the product in accordance with any order of the Client which is accepted by Celtic Developments ltd T/A Total Leisure Group Limited subject always to these Terms and Conditions which shall prevail over any and all inconsistent Terms and Conditions in any order of the Client or in correspondence or elsewhere.
.The price payable for the product shall be either the price agreed with the Client and noted on the acknowledgement of order or (if no such price is agreed) the price as stipulated in the proposal document of Celtic Developments ltd T/A Total Leisure Group Limited current at the date of delivery of the product.
4. All prices are exclusive of VAT and if chargeable this will be charged at the appropriate rate prevailing at the date of delivery of the product or the date of the invoice, whichever is appropriate.
5. The payment terms are specified in the Executive Summary of the proposal document. Without prejudice to any other right or action available to Celtic Developments ltd T/A Total Leisure Group Limited, interest shall be payable on all overdue accounts at the rate of 4 % per month above the base rate of Lloyds TSB plc from time to time to run from the due date for payment until receipt by Celtic Developments ltd T/A Total Leisure Group Limited of the full amount whether or not after judgement. Any variations in payment terms must be accepted in writing by Celtic Developments ltd T/A Total Leisure Group Limited and in the absence of a specifically agreed payment schedule, payment of the Contract price by the Client shall be due as follows : 50% deposit with order, 40% on delivery of goods to site ready for first day of installation and 10% on completion of installation. All deposit monies are non-returnable.
6. Completion of installation is defined as being that point in time at which the Product is being used or is available for use. Snagging works identified at practical completion will be executed within 10 days of practical completion, given appropriate access, and shall be deemed to have no relevance to the definition of practical completion.
7. No Contract between Celtic Developments ltd T/A Total Leisure Group Limited and the Client may be cancelled or materially altered without prior consent in writing of Celtic Developments ltd T/A
Total Leisure Group Limited which consent may be withheld at the absolute discretion of Celtic Developments ltd T/A Total Leisure Group Limited.
8. The risk in Product shall pass to the Client (and they shall be responsible in full and if deemed appropriate have the necessary insurance cover) as follows :
Where Celtic Developments ltd T/A Total Leisure Group Limited delivers Product or causes Product to be delivered to the Client’s order then as from their arrival at the point where they are to be unloaded: or
Where the Client collects product or causes product to be collected then as from the point where they are collected the loading onto vehicles shall be the responsibility of and risk of the Client.
9. The Client shall be responsible for the safe keeping of Celtic Developments ltd T/A Total Leisure Group Limited’s possessions and tools whilst on site and shall indemnify Celtic Developments ltd T/A Total Leisure Group Limited for any loss or damage that may arise.
10. Title to the product shall not pass to the Client until all amounts for the time being and owing from the Client are received in full by Celtic Developments ltd T/A Total Leisure Group Limited (whether for the product or under any other Contract made between Celtic Developments ltd T/A Total Leisure Group Limited and the Client) and until such time both the legal and beneficial ownership in product shall remain with Celtic Developments ltd T/A Total Leisure Group Limited.
11. For so long as the Client remains in possession of any product whilst title thereto remains with Celtic Developments ltd T/A Total Leisure Group Limited
the Client shall be the fiduciary agent and bailee of such product for Celtic Developments ltd T/A Total Leisure Group Limited; and
the Client shall store such product separately from any other product so that they are identifiable as the property of Celtic Developments ltd T/A Total Leisure Group Limited: and
the Client hereby grants to Celtic Developments ltd T/A Total Leisure Group Limited an irrevocable right and licence to enter upon any part of its premises to repossess such goods and thereafter instigate legal proceedings to gain compensation for any costs associated with the installation or repossession.
12. If the Client shall re-sell any product whilst title thereto remains with Celtic Developments ltd T/A Total Leisure Group Limited:
the Client shall hold the proceeds of sale thereof (or any debt due to the Client representing the same) upon trust for Celtic Developments ltd T/A Total Leisure Group Limited; and
the Client shall not permit such proceeds of sale to be mingled with its own monies but shall pay the same into a separate trust account designated with the name of Celtic Developments ltd T/A Total Leisure Group Limited; and
any such debt due to the Client which is subject to such trust shall upon demand be assigned by the Client to Celtic Developments ltd T/A Total Leisure Group Limited together with all such other rights (if any) as the Client may have against its debtor for recovery of the same.
Whilst title in product shall remain vested in Celtic Developments ltd T/A Total Leisure Group Limited the Client shall not either pledge or in any other way charge by way of security for any indebtedness any of the product.
13. Any delivery date or dates given by Celtic Developments ltd T/A Total Leisure Group Limited for delivery are approximate only and are not of any Contractual effect
14. Any delay in delivery on the part of Celtic Developments ltd T/A Total Leisure Group Limited (for whatever cause) shall not entitle the Client to rescind the Contract or to claim recompense from Celtic Developments ltd T/A Total Leisure Group Limited
15. The quantity, quality and description of the product shall be agreed between the Client and Celtic Developments ltd T/A Total Leisure Group Limited in the order or having reference to the proposal document.
16. In the event of Celtic Developments ltd T/A Total Leisure Group Limited incurring any liability whatsoever in respect of any Contract made subject to these Terms and Conditions then Celtic Developments ltd T/A Total Leisure Group Limited’s liability shall not in any circumstances exceed the price of the product agreed with the Client.
17. These Terms and Conditions are considered reasonable by the parties but in the event that any limitation or provision contained herein be held by a Court of competent jurisdiction to be invalid by reference to the Unfair Contract Terms Act 1977 it shall to that extent be deemed omitted and the other Terms and Conditions shall continue to apply with full force and effect.
18. Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended to the relevant time.
19. The failure by Celtic Developments ltd T/A Total Leisure Group Limited to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor to operate so as to bar the exercise or enforcement thereof at any time or time thereafter.
20. The Client shall not assign or transfer the benefit of any Contract which is made subject to these Terms and Conditions without prior consent in writing of an authorised representative of Celtic Developments ltd T/A Total Leisure Group Limited
21. Any Contract which is made subject to these Terms and Conditions shall be subject to and construed in accordance with English Law. All parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.
22. The Client shall ensure that the appropriate approvals are gained from the relevant authorities including Fire Officer and Building Control. Should the Client require Celtic Developments ltd T/A Total Leisure Group Limited to undertake negotiations on the Client’s behalf with the relevant authorities, they should notify Celtic Developments ltd T/A Total Leisure Group Limited in writing and in good time.
23.The Client shall ensure that the use to which the product are to be put does not contravene any local or national laws, bye laws, regulations or planning consents for the time being in force and will indemnify Celtic Developments ltd T/A Total Leisure Group Limited against any such contravention.
24. The Client shall ensure that the system is adequately maintained, supervised, cleaned, with records of the daily and monthly inspections and accident book duly completed. If the Product is deemed to have developed any dangerous faults, it should be closed immediately and Celtic Developments ltd T/A Total Leisure Group Limited’s technicians called.
25. The Client shall ensure that the restrictions in age and height and the ‘rules of play’ associated with the Product are enforced at all times.
26. Any work instructed to be undertaken by the Client or by persons other than Celtic Developments ltd T/A Total Leisure Group Limited’s technicians may invalidate warranty.
27. Subject to the conditions set out below Celtic Developments ltd T/A Total Leisure Group Limited warrants that the Product will correspond with its specification at the time of delivery and will, in respect of the steel components, be free from defects in material and workmanship for a period of 5 years from the date of its initial use or 5 years from delivery, whichever is the first to expire and will, in respect of the soft play components, be free from defects in material and workmanship for a period of 1 year(or unless an agreed duration between the client and Celtic Developments ltd T/A Total Leisure Group Limited) from the date of its initial use or 1 year (or less) from delivery whichever is the first to expire.
28. The above warranty is given by Celtic Developments ltd T/A Total Leisure Group Limited subject to the following conditions:
Celtic Developments ltd T/A Total Leisure Group Limited shall be under no liability in respect of any defect in the Product arising from any drawing, design or specification supplied by the Client;
Celtic Developments ltd T/A Total Leisure Group Limited shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Celtic Developments ltd T/A Total Leisure Group Limited’s instructions (whether oral or in writing), misuse or alteration or repair of the Product without Celtic Developments ltd T/A Total Leisure Group Limited’s approval;
Celtic Developments ltd T/A Total Leisure Group Limited shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Product has not been paid by the due date for payment;
All items of equipment forming part of the Product which are detachable and in respect of which a warranty claim is being made must be returned to Celtic Developments ltd T/A Total Leisure Group Limited Head office, that is, they must be returned to Celtic Developments ltd T/A Total Leisure Group Limited package and postage paid accompanied by the cost of returning the same to the Client;
The above warranty does not extend to parts, materials or equipment not manufactured by Celtic Developments ltd T/A Total Leisure Group Limited, in respect of which the Client shall only be
entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Celtic Developments ltd T/A Total Leisure Group Limited.
29. Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
30. Any claim by the Client which is based on any defect in the quality or condition of the Product or its failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to Celtic Developments ltd T/A Total Leisure Group Limited within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Client does not notify Celtic Developments ltd T/A Total Leisure Group Limited accordingly, the Client shall not be entitled to reject the Product and Celtic Developments ltd T/A Total Leisure Group Limited shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Product had been delivered in accordance with the Contract.
31.Where any valid claim in respect of the Product which is based on any defect in the quality or condition of the Product or its failure to meet specification is notified to Celtic Developments ltd T/A Total Leisure Group Limited in accordance with these Conditions, Celtic Developments ltd T/A Total Leisure Group Limited shall be entitled to replace the Product (or the part in question) free of charge or, at Celtic Developments ltd T/A Total Leisure Group Limited’s sole discretion, refund to the Client the price of the Product (or a proportionate part of the price), but Celtic Developments ltd T/A Total Leisure Group Limited shall have no further liability to the Client.
32.Except in respect of death or personal injury caused by Celtic Developments ltd T/A Total Leisure Group Limited’s negligence, Celtic Developments ltd T/A Total Leisure Group Limited shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Celtic Developments ltd T/A Total Leisure Group Limited, its employees or agents or otherwise) which arise out of or in connection with the supply of the Product or its use by the Client, and the entire liability of Celtic Developments ltd T/A Total Leisure Group Limited under or in connection with the Contract shall not exceed the price of the Contract, except as expressly provided in these Conditions.
33. Celtic Developments ltd T/A Total Leisure Group Limited shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Celtic Developments ltd T/A Total Leisure Group Limited’s obligations, if the delay or failure was due to any cause beyond Celtic Developments ltd T/A Total Leisure Group Limited’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Celtic Developments ltd T/A Total Leisure Group Limited’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident;
War or threat of war, sabotage, insurrection, civil disturbance or requisition;
Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
Import or export regulations or embargoes;
Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Celtic Developments ltd T/A Total Leisure Group Limited or of a third party);
Difficulties in obtaining raw materials, labour, fuel, parts or machinery; Power failure or breakdown in machinery.
