Terms and Conditions of Sale
Please read these Conditions carefully before using this Website. By accessing any part of this Website, you shall be deemed to have accepted these Conditions in full. If you do not accept these Conditions, you may not use this Website.
We may modify these Conditions from time to time without notice to you. In the event we change these Conditions, we will post these changes on this page. We therefore encourage you to review this page regularly to ensure that you are aware of our current Conditions.
Sporting ID is a division of ITW Limited (incorporate in England: Company No. 559693, VAT No. 686832583) and is herein referred to as “ITW,” as the party selling products (“Products”) or services (“Services”) and the customer purchasing from ITW is referred to as “Purchaser”. These terms and conditions of sale (“Terms”), any ITW quotation, acknowledgment or invoice and all documents incorporated by specific reference herein or therein (“ITW Documents” and together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Products and Services.
ITWHEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR IN PURCHASER’SWEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMSWILL BE OF NO EFFECT.
No site usage agreement or any other click through agreement on a website will have any binding effect whether or not ITW clicks on an “ok,” “I accept,” or similar acknowledgment. Commencement of any work by ITW or Purchaser's acceptance of delivery of the Products or Services will manifest Purchaser's assent to the Agreement. Additional or different terms applicable to a particular sale may be specified in the body of an ITW Document or agreed to in writing by the parties. In the event of a conflict, the following order of precedence will apply: (a) terms agreed to in writing and executed by an authorised officer of ITW; (b) ITW Document terms; (c) these Terms.
Quotations are only valid in writing and for 30 days from the date of the quotation. All quotations are subject to change or withdrawal without prior notice to Purchaser. Quotations are made subject to approval of Purchaser’s credit. ITW may refuse orders and has no obligation to supply Products or Services until the shipment of Products or commencement of Services.
3. Prices and Payment Terms.
Prices are subject to change without notice. All orders are accepted subject to ITW’s price in effect at time of shipment. Prices do not include any value-added or other taxes, import duties, license fees or like charges (“Fees”) related to the sale, importation or use of Products or Services, and Purchaser is responsible for those Fees. If ITW is subsequently required to pay any Fees, Purchaser shall fully defend and indemnify ITW therefor. Terms of payment are 30 days from the end of the month of the date of ITW’s invoice. Overdue invoices will incur interest at the rate of 1.5%per month, or at the maximum rate allowable by governing law. Purchaser’s inspection rights herein will not affect the payment terms. Under no circumstances will Purchaser have a right of set-off. If Purchaser fails to make any payment as required, Purchaser agrees to indemnify ITW for all associated costs incurred by ITW, including reasonable attorney fees and court costs.
4. Credit Approval.
All shipments are subject to approval by ITW’s credit department. ITW may invoice Purchaser and recover for each shipment as a separate transaction. If, in ITW’s sole judgment, Purchaser’s financial condition is or becomes unsatisfactory, then ITW may, without prejudice to any of its other remedies: (a) defer or decline to make any shipments except upon receipt of satisfactory security or cash payments in advance; and/or (b) terminate any or all of Purchaser’s purchase orders.
5. Cancellation or Modification.
ITW may cancel any purchase order or release thereunder, or terminate any agreement relating to the purchase of ITW’s Products or Services upon reasonable prior written notice to Purchaser. Once ITW has accepted a purchase order or begun taking actions with respect to a purchase order, Purchaser cannot cancel or modify that purchase order except with ITW’s written consent. In such event, Purchaser will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses and anticipated profits.
6. Inspection / Non-Conforming Shipments.
Purchaser may inspect Products for a period of 7 business days after delivery (“Inspection Period”). Purchaser must notify ITW in writing of any Products that do not conform to the specifications applicable to their sale within the Inspection Period and afford ITW a reasonable opportunity to inspect such Products and cure any nonconformity. If Purchaser fails to provide ITW such written notice within the Inspection Period, Purchaser will be deemed to have accepted the Products. Purchaser may not return any Product without ITW’s prior written authorisation. Any return authorised by ITW must be made in accordance with ITW’s return policies. Purchaser will be responsible for all costs associated with returns of Products and will bear the risk of loss, unless ITW agrees otherwise in writing or determines that the Products do not conform to the applicable terms of sale. Any variation in quantities shipped over or under those ordered (not to exceed 10%) will constitute compliance with Purchaser’s order, and the stated price per item will continue to apply.
ITW anticipates use of common carriers for shipment of Products. All Products will be shipped “Ex Works” from ITW’s facility (Incoterms 2010). Shipping dates are approximate and are based upon prompt receipt of all necessary information from Purchaser. ITW may ship items in a single or multiple shipments. Title to the Products shall pass to Purchaser upon delivery to the carrier. Purchaser assumes all risk and liability for loss and use or misuse by third parties who acquire or use the Products illicitly after delivery to the carrier. Purchaser must notify ITW and the delivering carrier within 7 business days from date of receipt of Products, of any damage or shortage, and afford ITW a reasonable opportunity to inspect the Products. Any loss occasioned by damage in transit will be for Purchaser’s account, and claims for such loss must be made solely against the carrier.
If the Purchaser is a consumer (as defined in the Consumer Protection (Distance Selling) Regulations 2000), the Purchaser may cancel the purchase at any time within 7 working days of delivery of the Products ordered or purchased and receive a refund of the price paid from ITW. To cancel, the Purchaser must, within 7 working days of delivery, inform ITW in writing (quoting the order number) and return the Products to ITW at the address specified by ITW, in the same condition the Purchaser received them and at the Purchaser’s cost and risk. If the Purchaser wishes ITW to arrange for the Products to be collected from the Purchaser at the Purchaser’s cost and risk the Purchaser may contact ITW for details of the relevant collection charges. All such refunds will be made by ITW using the same method of payment as was originally used by the Purchaser.
ITW warrants that upon delivery and for a period of 12 months from the date of delivery, the Products will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended) and reasonably fit for their purpose save where: any defect arises from wear and tear, wilful damage, negligence, failure to follow ITW’s instructions as to use, storage or maintenance, misuse or any attempted repair or alteration of the Products without ITW’s approval. If any of the Products do not conform with warranty, ITW shall at its option repair or replace such Products or refund the price of such Products at the pro rata Agreement rate provided that the Purchaser notifies ITW of such defect within 7 days of receipt of the Products and (if ITW so requests) the Purchaser shall at ITW’s expense return the Products or part of such Products which are defective, to ITW.
Whilst every effort will be made to match any designs or colour requirements to the Purchaser’s sample ITW gives no guarantee that it will achieve accurate matching of design or colour requirements. All warranties, conditions or other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are to the fullest extent permitted by law, excluded from this Agreement. Nothing in this Clause shall operate to exclude or limit ITW’s liability in respect of death or personal injury caused by the ITW’s negligence, any liability for fraudulent misrepresentation or any other liability which cannot by law be excluded. ITW’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with this Agreement shall be limited to the total payments (excluding VAT) received or to be received by ITW from the Purchaser in respect of the Product’s which are the subject of the relevant order. ITW shall not be liable to the Purchaser for any indirect, special, incidental or consequential losses or damages including pure economic loss, loss of profits (whether categorised as direct or indirect), losses arising from business interruption, loss of business, goodwill, savings, prospective business opportunities or anticipated savings, loss or corruption of data, arising out of or in connection with this Agreement or third party claims, whether in contract, tort (including negligence, misrepresentation or breach of statutory duty) or otherwise, even if ITW has been advised of the possibility of such losses or damages.
9. Limitation of Liability and Remedies.
ITW WILL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST ITW, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON ITW’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. IN NO EVENT WILL ITW’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR SALE OF ITW’S PRODUCTS OR SERVICES EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES AS TO WHICH THE CLAIM IS MADE.
10. Product Use.
Purchaser is solely responsible for determining if a Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of ITW’s Products, ITW is not responsible for the results or consequences of use, misuse or application of its Products. All physical properties, statements and recommendations are either based on the tests or experience that ITW believes to be reliable, but they are not guaranteed.
11. Ownership of Intellectual Property.
All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or intellectual property disclosed or otherwise provided to Purchaser by ITW and all rights therein (collectively, “Intellectual Property”) will remain the property of ITW and will be kept confidential by Purchaser in accordance with these Terms. Purchaser has no claim to, nor ownership interest in, any Intellectual Property, and such information, in whatever form and any copies thereof, shall be promptly returned to ITW upon request from ITW. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property, other than the limited right to use ITW’s Products or receive the Services purchased from ITW.
12. Use of Trademarks and Trade Names.
Purchaser shall not use, directly or indirectly, in whole or in part, ITW’s name, or any other trademark or trade name that is now or may hereafter be owned by ITW (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorised herein or otherwise approved by ITW in writing. Purchaser hereby acknowledges ITW’s ownership of the Trademarks and the goodwill associated therewith. Purchaser shall not infringe upon, harm or contest the validity of any Trademarks. Purchaser shall be entitled to use the Trademarks only in connection with the promotion or sale of the Authorised Products pursuant to the terms of the Agreement. Purchaser shall reproduce the Trademarks exactly as specified by ITW. Purchaser shall not use the Trademarks in combination with any other trademarks or names. Purchaser agrees that it will not register or attempt to register any Trademark or any colorable imitation thereof (including any non-English language variation thereof), or use such Trademarks for any products or for any purposes other than those set forth in the Agreement. Purchaser shall not at any time during or after termination of the Agreement use in its business any other trademark that is similar to or in any way resembles the Trademarks so as to be likely to cause deception or confusion with the Trademarks. Purchaser shall provide reasonable cooperation to ITW with respect to any efforts of ITW to protect, defend or enforce its rights to the Trademarks. Should Purchaser cease being an authorised customer of ITW for any reason, Purchaser shall immediately discontinue any formerly permitted use of ITW’s name or the Trademarks.
13. Confidential Information.
All information furnished or made available by ITW to Purchaser in connection with the subject matter hereof shall be held in confidence by Purchaser. Purchaser agrees not to use (directly or indirectly), or disclose to others, such information without ITW’s prior written consent. The obligations in this section will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Purchaser of any obligation herein; (b) Purchaser can show by written records was in Purchaser’s possession prior to disclosure by ITW; or (c) is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to ITW with respect to such information.
Unless agreed to in writing by an officer of ITW, neither Buyer nor any Buyer representative, may examine or audit ITW’s cost accounts, books or records of any kind or any matter, or any other data that ITW, in its sole discretion, considers confidential or proprietary.
15. Infringement and Indemnification.
Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW in the defence and settlement of such Claim; and (c) Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense If a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: (i) secure an appropriate license to permit ITW to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITW, or (3) any part or Product or process that is designed or specified by Purchaser.
16. ITW Employees.
ITW sales and service employees do not have the training or authority to make legal representations or enter into any agreements or execute any Purchaser documents affecting legal responsibilities or waiving legal rights, including those regarding the transfer of intellectual property rights or related to privacy laws. Any such representations, agreements or documents will not be binding on ITW or such ITW employees.
17. Service Terms.
The following terms and conditions apply to any on-site Services provided by ITW:
A. Services will be provided at ITW’s then current service rates.
B. Purchaser shall prepare the site for the Services. If the site is not prepared for the Services upon ITW service personnel’s arrival at the agreed upon time and date for Services, ITW may charge Purchaser for any delay and/or travel time at ITW’s regular service rates.
C. Purchaser shall provide ITW with advance notice of any rules, regulations, statutes and requirements applicable to the Services, including any required permits and licenses that are applicable to Purchaser’s local jurisdiction.
D. ITW may refuse, without any liability, to provide Services and to allow ITW service personnel to suspend Services or vacate any site where, in ITW’s opinion, performance of Services would pose a risk to the safety of any person. In such event, Purchaser is responsible for payment of any delay and/or travel time at ITW’s regular service rates.
E. Purchaser is solely liable for all damages or injuries caused or contributed to by Purchaser that may occur on the site, except to the extent damages or injuries are directly caused by the gross negligence or wilful misconduct of ITW service personnel.
F. Purchaser must provide at least 24 hours’ notice of cancellation of any Service order. If Purchaser cancels with less than 24 hours’ notice, Purchaser is responsible for any costs incurred by ITW caused by such cancellation.
18. Relationship of the Parties.
Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint ventures or as agents for one another or as authorising either party to obligate the other in any manner.
19. Force Majeure.
ITW will not be responsible for failure to perform in a timely manner under the Agreement when its failure results from events beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, acts of war whether declared or undeclared, blockades, labour disputes (whether of ITW’s employees or the employees of others), raw material shortages and material increases in costs of raw materials. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable ITW to perform.
20. Assignment; Binding Effect.
No assignment of any rights or interest or delegation of any obligation of Purchaser under the Agreement or Purchaser’s purchase order may be made without ITW’s prior written consent. Any attempted assignment will be void. ITW may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
In the event of any default by Purchaser, ITW may decline to ship Products or provide Services. If ITW elects to continue shipping or otherwise fails to insist upon strict compliance with the Agreement, ITW’s actions will not constitute a waiver of Purchaser’s default or any other existing or future default, or affect ITW’s legal remedies.
If either party becomes insolvent, is unable to pay its debts when due, files for or is the subject of involuntary bankruptcy, has a receiver appointed or has its assets assigned, the other party may cancel any unfulfilled obligations hereunder.
23. Limitation of Actions/Choice of Law/Litigation Costs.
The Agreement shall be governed by and construed in accordance with the laws of England and the Purchaser and ITW hereby submit to the exclusive jurisdiction of the English courts (save that ITW may apply for injunctive or any other relief in other jurisdiction) for the settlement of all disputes or claims which may arise out of or in connection with the Agreement.
Any provisions in the Agreement which, by their nature, extend beyond the termination or expiration of any sale of Products or Services will remain in effect until fulfilled.
If any provision herein is held to be unlawful or unenforceable, the remaining provisions herein will remain in effect.
26. Integration and Modification.
The Agreement constitutes the entire agreement between ITW and Purchaser with respect to the Products and Services covered by the Agreement, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof will be of any effect unless in writing and signed by the party to be bound thereby.
Any notice to be given by either party to the other under these Conditions shall be in writing. Communications shall be deemed received; if sent by first class post (for UK delivery only), 2 days after posting; if sent by courier, upon receipt from the courier; if sent by fax or electronic email, at the time of receipt. Any notice to ITW must be addressed to Sporting ID, Unit 17, Airport Industrial Estate, Kingston Park, Newcastle upon Tyne, NE3 2EF, or faxed to +44 191 286 9200.
28. Availability Of The Website
ITW will try to make the Website available but cannot guarantee that it will operate continuously or without interruptions or be error free and can accept no liability for its unavailability. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance, upgrade or repair or for reasons beyond our control.
29. Third Party Links
ITW make no representations whatsoever about any other web sites which you may access through the Website or which may link to the Website. You acknowledge that we have no control over the content or availability of such third party web site. If you decide to access any third party websites linked to this Website, you do so entirely at your own risk.
While we endeavour to ensure that the information on this Website is correct, we do not warrant the accuracy and completeness of the material on this Website. We may make changes to the material on this Website, or to the products and prices described in it, at any time without notice. The material on this Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with this Website on the basis that we exclude all representations, warranties, conditions and other terms implied by statute or common law that might have effect in relation to this Website. You are responsible for ensuring that your computer system or communication device meets all relevant technical specifications necessary to use the Website. We cannot and do not guarantee or warrant that any material available for downloading from the Website will be free from infection, viruses or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular security requirements.
31. Website Use Restrictions
You are prohibited from posting or transmitting to or from this Website any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which you have not obtained all necessary licences and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the United Kingdom or any other country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
The intellectual property rights in all names, logos and marks appearing on the Website or any content contained in or accessible via the Website are owned by us or has been licensed to us for use, except as otherwise noted. The use or misuse of trademarks or any copyright or patented protected material without our prior written consent is strictly prohibited. You may download information from the Website for the purpose of making an order or purchasing the Products. However, you may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded from the Website including but not limited to text, graphics, video, messages, code or software without our prior written consent. All rights are expressly reserved. You must not attempt to interfere with the proper working of the Website and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device. We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of this clause.