Specialist Football Retailer Terms & Conditions
1. TEAM SPORTS APPROVAL REQUIRED AND ACCOUNT OPERATION
(a) Team Sports will only offer products and/or credit terms once a completed official Team Sports “Application for Trading Account Incorporating Acknowledgement of Trading Terms” has been completed and subsequently approved by Team Sports. The provision of such approval does not bind Team Sports to accept any orders from the Customer.
(b) Approval is based on the nominated retail outlet. The Customer shall ensure that the nominated retail outlet is at all times adequate for proper merchandising and selling of Team Sports products. Any subsequent store locations must also be approved by Team Sports before Team Sports product can be distributed from another outlet.
2. CREDIT SUPPLY TERMS
(a) Invoices dated between the 1st and the end of the month for products supplied on credit will be charged as current month product and are due for payment on the 25th day of the month following the invoice date.
(b) Payment of invoices billed on a current month statement is due in the Team Sports Office no later than the 25th day of the month following the current statement month. Customers must identify invoices being paid at the time of making payment.
(c) Any discounts that apply will be disallowed if payment is not received on or before the date required in accordance with these terms.
(d) Team Sports reserves its right to offer and negotiate discounts with selected customers at its sole discretion.
(e) The granting of credit terms for new or existing accounts is entirely at Team Sports’ discretion and Team Sports may withdraw or vary credit terms at any time.
3. PAYMENT BEFORE DELIVERY SALES
(a) In the case of Payment Before Delivery Sales, full payment in the form of cleared funds must be received and verified by Team Sports prior to delivery of products being made.
(b) Team Sports at all times and at its sole and absolute discretion reserves its right to supply products on a Payment Before Delivery basis and not offer credit irrespective of whether credit has been previously provided.
4. SUSPENSION AND CANCELLATION OF A TRADING ACCOUNT
(a) An account will be subject to suspension of supply if not paid by the 25th day of the month following the current statement month (refer clause 2(b)).
(b) Where any person has a financial interest in two or more Team Sports Accounts (“inter-related accounts”) and any one of the inter-related accounts fails to observe these trading terms then all inter-related accounts shall be subject to suspension of supply and account cancellation procedures and invoices rendered to all inter-related accounts become immediately due & payable.
(c) Where any part of the trading account has not been paid within the time specified for payment in this Agreement and has fallen into arrears then the totality of the account whether or not in arrears shall become immediately due and payable.
(d) The following will apply to accounts subject to suspension of supply:
i. Cancellation of balance of current month orderhold within 5 working days following account suspension;
ii. Orders (Futures Sell-In or At Once) cannot be processed;
iii. Credit facilities will be subject to consideration of immediate and permanent closure; and
iv. Legal action to recoup debt. Legal action will automatically invoke permanent closure of the account.
(e) Without prejudice to Team Sports’ rights above, an account may be subject to immediate and permanent closure if;
i. Payment is not received by Team Sports by the relevant due date stated in these terms;
ii. any Team Sports trading term or other guidelines or policies issued from time to time are not observed.
(f) An account together with any inter-related account will be immediately and permanently closed if in Team Sports’ sole opinion the Customer;
i. Sells or offers to sell or purchases counterfeit Team Sports products;
ii. Engages in deceptive or illegal conduct that has an adverse effect on Team Sports; or
iii. On-sells or supplies Team Sports products to or purchases Team Sports products from non-approved outlets (refer clause 5(b)(ii).
(g) Should an account be closed, Team Sports may immediately reclaim any advertising or point-of-sale material incorporating Nike Trade Marks or other Nike intellectual property that has previously been supplied and the Customer irrevocably grants permission for Team Sports’ servants and agents to enter upon its premises to reclaim such material.
5. SOURCING AND DISTRIBUTION OF PRODUCTS
(a) The customer must not source Team Sports products other than from Team Sports Australasia.
(b) Orders are accepted only on the basis that;
i. Team Sports products are only resold to consumers from the store location approved by Team Sports and are not to be resold at a wholesale level to any other person or entity without prior approval;
ii. Accounts that sell or offer to sell Team Sports products to or purchase Team Sports products from non-approved outlets will be subject to immediate and permanent closure of account facilities;
iii. Sale or advertising of Team Sports products by mail order or Internet is prohibited unless prior written consent is provided by Team Sports.
iv. Single sport specialist stores will only be supplied with Team Sports products relating to that specialty.
v. Team Sports products cannot be sold from Outposts (i.e. a location outside of the physical boundaries of the approved store location) unless a written submission is first provided and approved by Team Sports; and
vi. The Customer hereby acknowledges that Nike’s trademarks and the goodwill attached to them are the exclusive property of Nike and its affiliated organizations and no right, title or interest therein is transferred by this agreement to the Customer and any use of such trademarks on store signage or otherwise by the Customer is subject to Team Sports’ prior written approval.
6. ACCEPTANCE OF ORDERS
(a) All orders are subject to acceptance by Team Sports. Any orders accepted by Team Sports will be pursuant to these trading terms only. These trading terms are paramount and the Customer acknowledges that they take precedence over any terms stated on Customer orders.
(b) Orders for delivery in a nominated month may be dispatched at any time during that month and for products supplied on credit this will affect the due date for payment (refer clause 2(a)).
(c) Where Team Sports is unable to fulfill any part of orders then products may be delivered based on availability and orders shall remain in Nike’s order management system until cancelled or adjusted.
(d) Futures sell-in orders cannot be cancelled or deferred for the first month of delivery.
(e) All special make up product orders (i.e. products made specifically for the Customer) cannot be cancelled, adjusted or transferred at any time.
(f) Where the customer changes membership from an existing retail group Team Sports shall have the discretion to change the Customer’s orderhold entitlement and vary or remove any discount entitlements or credit facilities.
(g) Order delivery may only be deferred by the Customer for one (1) month which is then non cancellable.
(a) Prices are subject to change without notice and goods will be invoiced at the applicable price at the date of acceptance of orders.
(b) Any reference to retail prices are recommendations only and there is no obligation to comply with the recommended price.
(c) Team Sports reserves the right to proportionally adjust the pricing of all orders if the exchange rate (A$-US$) at the date of invoice has moved more than one half of one percent form the rate prevailing at the date the order was received.
(d) Team Sports shall have the right to reject orders where the product has been listed at an incorrect price and the Customer does not accept a clerical amendment.
(a) No freight charges shall apply for deliveries to all State and Territory capital cities except Darwin. Deliveries to regional areas will be freight free, where the value of the shipment exceeds AU$500.
(b) Deliveries outside those covered by clause (a) above, will be, at Team Sport’s discretion, subject to a freight charge which will be quoted before commitment is made.
(c) Freight charges may change without prior notice to the Customer.
(d) Freight charges will not apply to deliveries for authorized return of faulty product made via Team Sports’ nominated carrier.
(e) Risk in products passes on delivery to the Customer.
9. RETURN OF PRODUCT
(a) Product returns fall under two banners; faulty returns, and non-faulty (change of mind) returns
- Faulty returns are accepted for a period of two years for balls, and three months for all other items from sale date
- Non-faulty returns are accepted for a period of three months from sales date, with the exception of Clearance items. No change-of-mind claims for Clearance items will be accepted
(b) A Return Authority Number (RAN) must be obtained before returning any product
(c) A Team Sports invoice number must be supplied for any product return, and failure to supply may result in Team Sports (in its discretion) rejecting returns.
(d) A RAN can be obtained by contacting the Team Sports on +613-9548-9099 or via email to firstname.lastname@example.org A blank RAN form will be forwarded to you, for completion & return. Once received, Team Sports will issue you with a RAN reference.
- Return of Faulty product will be coordinated by Team Sports, at their expense
- Return of Non-faulty product should be coordinated by the Specialist themselves, at the specialist’s expense
- All price stickers, security devices or other non-Team Sports labeling must be removed by the returnee otherwise returns will not be accepted.
(e) Unauthorised or unacceptable (refer to clauses 9 (d.ii.i)) returns may be returned to the Customer at the Customer’s expense.
10. CLAIMS (NO RETURN OF PRODUCT)
(a) In respect of the following claims;
i. Short Delivery, being where product is short delivered within the carton/s to the invoiced quality;
ii. Non Delivery, being when a full or partial consignment has not been delivered to the invoiced quantity; and
iii. Incorrect Pricing, relating to either price, freight or surcharge,
The Customer must advise Team Sports of any such claims within 14 days of the invoice date in order for these claims to be considered.
(b) All claims must be fully documented quoting the respective Team Sports invoice number, order number & carton number. These details must be forwarded to the Team Sports office and a failure to quote may result in Team Sports (in its discretion) not assessing claims.
(c) All claims will be subject to investigation before a decision is made. Any rejections by Team Sports will be communicated to the Customer.
11. RESERVATION OF TITLE
a) The ownership of all product delivered by Team Sports to the Customer remains vested in Team Sports and shall not pass from Team Sports to the Customer until the Customer has paid to Team Sports the price of all products invoiced in relation to this account and in relation to any other Team Sports account held by the Customer or any inter-related account of the Customer.
b) Until ownership has passed in accordance with clause 11 (a) above, the Customer shall be a bailee of products and shall owe fiduciary obligations to Team Sports in respect of all of the products referred to in clause 11(a) above.
c) Team Sports shall be entitled to immediately recover possession of all or any of its products sold to the Customer (and the Customer grants its irrevocable permission for Team Sports to enter upon its premises to conduct a stocktake and recover all or any Team Sports products forming part of the Customer’s inventory and proof of supply of individual Team Sports products shall not be required) where:
i. the Customer has not paid Team Sports by the due date for products sold in relation to this account and in relation to any other Team Sports account held by the Customer or any inter-related account of the Customer; or
ii. the Customer is subject to any form of external administration or control in which case sales by the Customer shall not be deemed to be in the ordinary course of business and no sales of Team Sports’ products will be allowed without Team Sports’ express permission.
d) Notwithstanding clauses 11(a) and (b) above and subject to clause 11(c), the Customer may sell and deliver the goods in the ordinary course of business provided that where the Customer is paid by third parties for all or part of the product supplied and Team Sports has not been paid by the Customer for the product pursuant to this agreement (or any other terms of payment in force) the customer holds that part of the proceeds of sale equal to the amount invoiced by Team Sports on trust for Team Sports at the time of receipt of such proceeds.
12. VARIATION OF TERMS AND CLERICAL ERRORS
Team Sports shall have the right upon 30 days notice to the Customer to vary all or any of its trading terms and variations shall then apply to all subsequent orders placed by the retailer. Clerical errors are subject to correction without notification.
13. LIMITATION OF LIABILITY
No liability whatsoever (except as provided by law) will be accepted by Team Sports for any direct or indirect loss or damage (including loss of forecasted or actual revenue or profits, loss of livelihood or goodwill or unanticipated incurring of debt) relating to delivery of products, account suspension or closure or any other act or omission on the part of Team Sports or of any servant, agent or contractor of Team Sports in relation to this agreement unless the same occurs because of the willful act or default or negligence of Team Sports, its servants, agents or contractors in which case liability is limited to at Team Sports’ discretion the replacement of products or the payment of the cost of having the products resupplied.
The failure of Team Sports at any time to require performance by the Customer of any provision of this agreement shall not be deemed to be a waiver of any of Team Sports’ rights unless it is agreed to by Team Sports in writing and shall not affect in any way the full rights of Team Sports to require such performance at any time thereafter.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the validity of the other provisions of this agreement shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law or equity.
Any notice or other communication under this Agreement shall be given in writing and shall be served by personal delivery, by prepaid post, by facsimile or by email, addressed to the party to whom such notice or communication is directed at such party’s place of business or facsimile or email contact details as notified by that party. Subject to confirmation of earlier receipt, pre-paid post and emails shall be deemed to have been received, after the expiry of two business days following posting and sending respectively.
This agreement is personal to the Customer and the Customer shall not assign or transfer any of its rights or sub-contract any of its obligations under this agreement.
18. CHANGE OF OWNERSHIP
(a) The Customer shall notify Team Sports in writing prior to any material change in Customer’s legal organization, ownership or group affiliations.
(b) Failure to comply with clause 18(a) above may result in suspension of supply being invoked (refer clause 4(d)) and Team Sports will not supply any new owner without submission and approval of a new account application.
(c) The Customer shall remain liable for Team Sports product sold and delivered notwithstanding that there has been an event referred to in clause 18(a) above.
19. FORCE MAJEURE
Any delay in the performance of Team Sports’ obligations caused by an event or circumstances outside of its reasonable control shall not be attributable to Team Sports nor constitute a breach of agreement and Team Sports shall have the right to extend the estimated delivery time by a period sufficient to take account of the relevant event or circumstance, subject to Team Sports and/or the Customer cancelling orders where the extension continues for an uninterrupted period of 3 months.
20. ENTIRE AGREEMENT
These terms shall constitute the entire Agreement between Team Sports and the Customer in relation to the sale and delivery of product and any previous agreements, understandings, negotiations and all express or implied warranties to the extent permitted by law shall cease to have any legal status or effect.
21. LAW & JURISDICTION
This agreement shall be deemed to have been made in the state of Victoria and shall be governed by the laws of that State and the parties further submit to the exclusive jurisdiction of the courts of that State.