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Terms & Conditions

TERMS AND CONDITIONS – OFFLINE SALES

  1. Interpretation
    • Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Collection Location: Co-ordsport’s premises or such other location as may be advised by Co-ordsport.

Co-ordsport: Co-ordsport Limited (registered in England and Wales with company number: 02422642).

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.5.

Contract: the contract between Co-ordsport and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Co-ordsport.

Delivery Location: the location set out in the Order or such other location as the parties may agree.

Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form or as communicated to Co-ordsport by email or telephone.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and Co-ordsport.

  • Interpretation:
    • A reference to:
      • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      • a statute or statutory provision is a reference to it as amended or re-enacted and will include all subordinate legislation made under that statute or statutory provision;
      • any words following the terms including or include or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms;
      • writing or written includes email but not fax.
  1. Basis of Contract
    • These Conditions apply in all circumstances when Co-ordsport and the Customer are trading with each other in the course of their respective businesses.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
    • The Order will only be deemed to be accepted when Co-ordsport issues a written acceptance of the Order, at which point the Contract will come into existence.
    • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
    • Any samples, drawings, descriptive matter or advertising produced by Co-ordsport and any descriptions or illustrations contained in Co-ordsport’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They will not form part of the Contract nor have any contractual force.
    • A quotation for the Goods given by Co-ordsport will not constitute an offer. All quotations are subject to availability of and cost to Co-ordsport of Goods and may be withdrawn or amended by Co-ordsport at any time.
  2. Goods
    • The Goods are described in Co-ordsport’s catalogue and on Co-ordsport’s website, as modified by any applicable Specification.
    • To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer will indemnify Co-ordsport against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Co-ordsport in connection with any claim made against Co-ordsport for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Co-ordsport’s use of the Specification.
    • The Customer will indemnify Co-ordsport against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Co-ordsport in connection with any claim made against Co-ordsport for personal injury, loss or damage to property arising from the use of the Goods unless such injury, loss or damage is solely attributable to the negligence of Co-ordsport or Co-ordsport’s employees or agents.
    • Clause 3.2 will survive termination of the Contract.
    • Co-ordsport reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
    • Any advice or recommendations given by Co-ordsport or its employees or agents relating to the suitability of the Goods is supplied in good faith but the Customer must satisfy itself that the Goods are suitable for the intended purpose.
  3. Delivery and Collection
    • A nominated courier will carry out deliveries of Goods on behalf of Co-ordsport.
    • If Co-ordsport delivers the Goods to the Customer:
      • Co-ordsport will deliver the Goods to the Delivery Location;
      • the risk in the Goods will pass to the Customer on completion of delivery; and
      • delivery is completed on the completion of the unloading of the Goods at the Delivery Location.
    • If Co-ordsport agrees that the Customer may collect the Goods:
      • the Customer will collect the Goods from the Collection Location within 5 Business Days of Co-ordsport notifying the Customer that the Goods are ready for collection;
      • the risk in the Goods will pass to the Customer on collection; and
      • collection is completed on the completion of loading of the Goods at the Collection Location.
    • Any dates quoted for delivery/collection are approximate only, and the time of delivery or collection is not of the essence. Co-ordsport will not be liable for any delay in delivery or collection of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Co-ordsport with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Customer wishes to change a pre-agreed delivery/collection date or time then it must give Co-ordsport 48 hours’ notice. The Customer will pay Co-ordsport’s costs in connection with such a request including (without limitation) storage and re-delivery costs.
    • The Customer will not be liable for the price of and Co-ordsport will refund any amount paid in respect of Goods, which Co-ordsport fails to deliver or make available for collection (as the case may be). Subject only to clause 8 but notwithstanding any other provision of these Conditions or the Contract, Co-ordsport’s further liability in respect of such failure will be limited to the lesser of the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality at the cheapest price available and 10% of the price of the Goods in respect of which such failure occurred. However, Co-ordsport will have no liability for any failure to deliver Goods or make the same Goods available for collection to the extent that such failure is caused by a Force Majeure Event or any breach or failure by the Customer.
    • If the Customer fails to take or accept delivery of the Goods within 3 Business Days of Co-ordsport notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Co-ordsport’s failure to comply with its obligations under the Contract:
      • delivery/collection of the Goods will be deemed to have been completed at 9.00 am on the third Business Day after the day on which Co-ordsport notified the Customer that the Goods were ready; and
      • Co-ordsport will store the Goods until delivery/collection takes place, and charge the Customer for all related costs and expenses (including insurance).
    • If 10 Business Days after the day on which Co-ordsport notified the Customer that the Goods were ready for delivery the Customer has not taken (or accepted) delivery of them, Co-ordsport may resell or otherwise dispose of part or all of the Goods.
    • Co-ordsport may deliver the Goods or make the Goods available for collection by instalments, which will be invoiced and paid for separately. Any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment.
    • Co-ordsport may at its discretion agree to deliver Goods to addresses outside of the United Kingdom. However, there are restrictions on some Goods for certain international delivery destinations and it is the Customer’s responsibility to ascertain information about the existence and applicability of such restrictions. If the Customer orders Goods for delivery outside of the United Kingdom, that order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Co-ordsport has no control over these charges and cannot predict their amount. The Customer will be responsible for payment of any such import duties and taxes. The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. Co-ordsport will not be liable or responsible if the Customer breaks any such law.
  4. Quality
    • Co-ordsport does not warrant that the Goods comply with the laws, regulations or standards outside the United Kingdom.
    • Co-ordsport warrants that on delivery/collection and for a period of 12 months thereafter (warranty period) the Goods will:
      • conform in all material respects with their description and any applicable Specification; and
      • be free from material defects in design, material and workmanship.
    • Subject to clause 5.4, if:
      • the Customer gives notice in writing to Co-ordsport within the warranty period (provided that notice is given to Co-ordsport within 24 hours’ of discovery) (and within 24 hours’ of delivery or, as the case may be collection, if the alleged defect is apparent on visual inspection) that some or all of the Goods do not comply with the warranty set out in clause 2;
      • Co-ordsport is given a reasonable opportunity of examining such Goods; and
      • the Customer (if asked to do so by Co-ordsport) returns such Goods to Co-ordsport’s place of business,

Co-ordsport will, at its option, repair or replace any Goods it agrees are defective, or refund the price of the defective Goods in full.

  • Co-ordsport will not be liable for the Goods’ failure to comply with the warranty set out in clause 5.2 in any of the following events:
    • the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
    • the defect arises because the Customer failed to follow Co-ordsport’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
    • the defect arises as a result of Co-ordsport following any drawing, design or Specification supplied by the Customer;
    • the Customer alters or repairs such Goods without the written consent of Co-ordsport;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • the Goods differ from their description and any applicable the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • Except as provided in this clause 5, Co-ordsport will have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.2.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Conditions will apply to any repaired or replacement Goods supplied by Co-ordsport.
  • If the Customer purchases Goods which it intends to use in the context of vehicle racing and/or motorsports, the Customer acknowledges that such activities are inherently dangerous and can cause bodily harm or even death. Subject to clause 8.2, the Customer accepts and assumes all liability for all losses, expenses and damages suffered by the Customer in circumstances where the Goods have been utilised in relation to vehicle racing and/or motorsports.
  1. Title
    • Title to the Goods will not pass to the Customer until the earlier of:
      • Co-ordsport receiving payment in full (in cash or cleared funds) for the Goods and any other goods that Co-ordsport has supplied to the Customer in respect of which payment has become due, in which case title to the Goods will pass at the time of payment of all such sums; and
      • the Customer reselling the Goods, in which case title to the Goods will pass to the Customer at the time specified in clause 6.3.
    • Until title to the Goods has passed to the Customer, the Customer will:
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Co-ordsport’s property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery/collection;
      • notify Co-ordsport immediately if it becomes subject to any of the events listed in clause 10.1; and
      • give Co-ordsport such information relating to the Goods as Co-ordsport may require from time to time.
    • Subject to clause 4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Co-ordsport receives payment for the Goods. However, if the Customer resells the Goods before that time:
      • it does so as principal and not as Co-ordsport’s agent; and
      • title to the Goods will pass from Co-ordsport to the Customer immediately before the time at which resale by the Customer occurs.
    • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1, then, without limiting any other right or remedy Co-ordsport may have:
      • the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
      • Co-ordsport may at any time:
        • require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
        • if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
  1. Price and Payment
    • The price of the Goods will be the price set out in Co-ordsport’s order acceptance given pursuant to clause 2.4 and will exclude:
      • all applicable consular charges, stamp duties, export or import duties, purchase tax or similar fiscal demands (UK or otherwise), bank charges and interest charges; and
      • amounts in respect of value added tax (VAT), which the Customer will additionally be liable to pay to Co-ordsport at the prevailing rate, subject to the receipt of a valid VAT invoice.
    • Co-ordsport’s order acceptance given pursuant to clause 2.4 will confirm the costs and charges of packaging, insurance and transport of the Goods, which will be invoiced to the Customer.
    • Co-ordsport may, by giving notice to the Customer at any time before delivery/collection increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      • any factor beyond Co-ordsport’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      • any delay caused by any instructions of the Customer or failure of the Customer to give Co-ordsport adequate or accurate information or instructions.
    • Co-ordsport reserves the right to require the Customer to pay a deposit for the Goods.
    • Co-ordsport may invoice the Customer for the Goods (or the balance, if a deposit has been paid by the Customer) on or at any time after the completion of delivery or collection (as the case may be).
    • The Customer will pay each invoice submitted by Co-ordsport:
      • by the end of the month following the month in which the invoice was received or in accordance with any credit terms agreed by Co-ordsport and confirmed in writing to the Customer; and
      • in full and in cleared funds to a bank account nominated in writing by Co-ordsport, and

time for payment will be of the essence of the Contract.

  • If the Customer fails to make any payment due to Co-ordsport under the Contract by the due date for payment, then the Customer will pay interest on the overdue amount at the greater of 4% per annum above the Bank of England’s base rate from time to time and the High Court judgment rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer will pay the interest together with the overdue amount.
  • All amounts due under the Contract will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Co-ordsport may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Co-ordsport to the Customer.
  1. Limitation of Liability
    • The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      • any other liability that cannot be limited or excluded by law.
    • Subject to clause 8.2, Co-ordsport’s total liability to the Customer will not exceed 100% of the price of the Goods.
    • Subject to clause 8.2, the following types of loss are wholly excluded by Co-ordsport:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • This clause 8 will survive termination of the Contract.
  2. Manufacturer’s Guarantee

Some of the Goods come with a manufacturer’s guarantee. Co-ordsport will use its reasonable endeavours to transfer the benefit of any such guarantee to the Customer. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.

  1. Termination
    • Without limiting its other rights or remedies, Co-ordsport may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      • if the Customer fails to pay any amount due under the Contract on the due date for payment;
      • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Customer’s financial position deteriorates to such an extent that in Co-ordsport’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without limiting its other rights or remedies, Co-ordsport may suspend provision of the Goods under the Contract or any other contract between the Customer and Co-ordsport if the Customer becomes subject to any of the events listed in clause 10.1.3 to clause 10.1.5, or Co-ordsport reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • On termination of the Contract for any reason the Customer will immediately pay to Co-ordsport all of Co-ordsport’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Co-ordsport will submit an invoice, which will be payable by the Customer immediately on receipt.
    • Termination of the Contract, however arising, will 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.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract will remain in full force and effect.
  2. Force Majeure

Neither party will be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party will be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Agreement by giving 30 days’ written notice to the affected party.

  1. General
    • Dispute resolution. If a dispute arises in connection with the Contract or these Conditions, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (“CEDR“) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (“ADR notice“) to the other party the dispute, referring the dispute to mediation. If there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within 14 days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice. For the avoidance of doubt, this clause 1 will not prevent Co-ordsport from immediately initiating court proceedings to seek any interim relief (including injunctive relief) or take advantage of any applicable time limitation.
    • Assignment and other dealings. Co-ordsport may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Co-ordsport.
    • Each party undertakes that it will not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 12.3. Each party may disclose the other party’s confidential information (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3. Neither party will use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    • Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
    • No variation of this Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • No failure or delay by a party to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement. If any provision of the Contract is deemed deleted under this clause 12.7 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • Any formal notice given to a party under or in connection with the Contract will be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or by email. Any formal notice will be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address and if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service and if sent by email, at 9.00 am the next working day after transmission. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. A notice given under this Agreement is not valid if sent by fax.
    • Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.