a. These conditions of sale and any special conditions specified otherwise and agreed either verbally or in writing by both parties constitute the only conditions upon which The Seller named on the invoice (“The Seller”) is willing to supply the goods specified to The Buyer named on the invoice (“The Buyer”). All orders are accepted only upon and subject to the terms set out in these conditions, which shall prevail over any terms and conditions put forward by The Buyer.
b. No servant or agent of The Seller has any authority, unless expressly authorized in writing by a director or general manager of The Seller, to modify any of these conditions or to conclude a contract of sale on any other terms or to make any representation or warranty in relation to any goods supplied.
c. No variation, waiver or addition to these conditions shall be binding on the parties unless agreed in writing.
a. Statements in The Seller’s price lists, catalogues and advertisements shall not constitute an offer to sell.
b. No contract of sale shall exist unless and until The Seller delivers either a written acknowledgement of order or an advice note to The Buyer.
a. Except where The Seller agrees otherwise in writing all sales shall be delivered on CIP (Incoterms 2000) basis. All VOR orders will be charged at agreed carriage rates.
b. Any time or date quoted by The Seller for delivery is given and intended as an estimate only and for the avoidance of doubt The Seller shall not be liable in any circumstances for any loss or damage of any kind caused by a failure to deliver within such time, whether caused by The Sellers negligence or otherwise howsoever.
c. The Seller shall be entitled to make deliveries by instalments or by partial deliveries.
d. Any dispute on returned goods must be made in writing, with proof of return, to the customer services department. Such disputes should be lodged within 1 month of the date of return.
e. All delivery discrepancies must be lodged with the customer services department within 14 days of the invoice date.
a. All prices are CIP (Incoterms 2000) unless otherwise stated, and are subject where applicable to the addition of Value Added Tax at the rate prevailing at the time of invoice.
b. The goods shall be supplied at the price in force at the time when the order is accepted by The Seller. The Seller reserves the right to vary its published prices at any time.
c. Notwithstanding the provisions of sub-paragraph (b) above, The Seller shall have the right at any time before the goods are dispatched to vary the prices contained in any quotation or acknowledgement of order to:
i. Make the price conform with The Seller’s price list ruling at the date of dispatch of the goods or
ii. Reflect increases in the cost of labour, materials, packing or transport or to take account of exchange rate fluctuations or other factors not under the control of The Seller which may occur between the date of any quotation or acknowledgement of order and the date of dispatch or
iii. Take account of the cost of implementing any request by The Buyer for changes in delivery schedules, completion dates, quantities, design or specification and/or delays caused by any other instruction of the buyer or by any failure of The Buyer to give adequate information or instructions.
d. The Buyer shall if so required by The Seller pay The Seller an additional charge for all returnable or re-useable packing cases, packing and other containers provided by The Seller which are not returned in good condition, carriage paid, to The Seller plant within three weeks of receipt by The Buyer.
e. Owing to the high costs of dispatching small orders, The Seller reserves the right to impose a minimum order charge.
a. Unless otherwise agreed in writing payment of the price of the goods shall be made in cash prior to dispatch. Where a credit facility is granted to The Buyer by The Seller, payment of the price of the goods shall be due and made within 30 days from the end of the month of invoice unless otherwise agreed in writing.
b. Time of payment shall be the essence of the contract.
c. The Buyer shall not in any circumstances or for any reason whatsoever be entitled to make any deduction or withhold any sum from the price of the goods by way of set-off or cross-claim or otherwise.
d. If The Buyer fails to pay the price or any part thereof or any other sum due hereunder in accordance with these terms and conditions.
i. The Seller shall be entitled to charge interest at the rate of 3% per annum above HSBC plc base lending rate at monthly intervals in force, on all sums outstanding from the due date to the day of actual payment thereof, such interest to accrue from day to day.
ii. The Seller shall be entitled to refuse to make any deliveries of any goods ordered by The Buyer whether under the same or under any other contract with The Seller, without incurring any liability whatsoever to The Buyer until payment in full of all sums due from The Buyer has been received by The Seller.
iii. The Seller shall be entitled to recover all costs and expenses incurred in the collection or recovery of sums due and The Buyer hereby agrees to reimburse The Seller in full in respect of all such costs and expenses.
a. All goods shall be at The Buyer’s risks from the time of the delivery to The Buyer, and thereafter and for so long as the goods remain in The Buyer’s possession The Buyer shall insure the goods against all risks for at least their invoiced value.
b. Notwithstanding the provisions of sub-paragraph (a) above the goods shall remain the sole and absolute property of The Seller as legal and equitable owner until payment In full (including any interest) whether under this or any other contract with The Buyer has been received by The Seller.
c. The Buyer acknowledges that it is in possession of the goods solely as bailee and in a fiduciary capacity for The Seller until such time as payment in full (including any interest) whether under this or any other contract with the Buyer has been received by The Seller or the goods have been resold in the ordinary course of The Buyers business. The Buyer shall not alter, modify or add to any such goods or any marking or identification on them and shall maintain them in good condition.
d. Subject to the terms hereof, The Buyer may incorporate or resell the goods in the ordinary course of its business.
e. Where The Buyer resells the goods before title thereto has been passed, The Buyer shall sell as agent for and bailee of The Seller (but The Buyer has no authority to create contractual relations between The Seller and any sub-buyer and The Buyer shall not hold itself out as The Sellers agent). The Buyer shall keep such part of the proceeds of sale as represents the price at which the goods were invoiced by The Seller to The Buyer in a separate account, and at such proceeds shall not be mingled with any other monies or paid into any overdrawn bank account and shall at all times be identifiable as The Seller’s monies and such part of the proceeds shall be held in trust for The Seller.
f. If The Buyer becomes insolvent or commits an act of bankruptcy or if a petition of bankruptcy is presented against The Buyer, or if The Buyer shall enter into any negotiations for an arrangement or composition with its creditors, or if any distress or execution is levied on The Buyer or, The Buyer being a company, if a petition is presented for an administration order or if a petition is presented or a resolution is proposed to wind up The Buyer or if a receiver of its assets or undertaking or part thereof is appointed or if an administration order is made against it then:
i. Notwithstanding any other agreement as to the terms of payment, the total amount invoiced under this contract shall immediately become due and payable.
ii. The Buyer’s right of possession shall cease forthwith.
iii. The Seller shall have the rights set out in sub-paragraph (g) below
iv. The Seller shall have the right forthwith to terminate this contract (without prejudice to any other of its rights)
v. The Buyer’s right of resale under sub-paragraph (d) above shall cease.
g. If payment for the goods supplied under this or any other contract is overdue in whole or in part, The Seller may (without prejudice to any of its other rights) upon demand forthwith retake possession of and/or resell any goods, the title to which it has retained and The Buyer shall upon the request of The Seller allow The Seller to enter its premises during normal working hours for the purpose of recovering possession of such goods
h. Notwithstanding that The Seller has retained title to the goods; The Seller shall be entitled to maintain an action for the price of the goods as payment falls due.
a. Subject to the provisions of this clause The Seller guarantees the goods against any defect which can be proved to The Seller’s satisfaction to have been caused by faulty materials or workmanship.
b. Should such a defect appear The Sellers liability will be limited solely to, at its option, repairing or replacing the defective goods free of charge or refunding the price of those goods, provided that if The Seller opts to repair the goods The Seller shall not be liable for the recovery of the cost of those goods and provided further that The Seller shall not be liable for such defect in any circumstances if:
i. At the time of appearance of the defect more than 12 twelve months has elapsed from the date of the Seller’s invoice for the goods, or
ii. The goods have been subjected to unsuitable storage treatment or handling prior to use or to abnormal use or use under abnormal conditions or to use contrary to The Seller’s or to a vehicle manufacturer’s instructions or recommendations or to use in conjunction with parts not approved by a vehicle manufacturer or The Seller or to unauthorised reconditioning or repair or to the use in any hydraulic component of any fluid other than that approved by The Seller, or
iii. The defect has been caused by; or arises from, fair wear and tear, or
iv. The defect has been caused by or contributed to by faulty installation, servicing or repair of the goods by any person other than a correctly qualified installer, or
v. The Buyer fails within thirty days after the assumed defect has become apparent to notify that defect to the seller in writing quoting the serial number, if any, and the date of purchase.
c. The Seller’s aforesaid guarantee shall be subject to the following further provisos, namely:
i. Any repair or examination of defective goods shall be carried out at The Seller’s premises or other mutually acceptable location and The Buyer shall at his own expense and risk adequately pack the goods and deliver them to The Seller or to the agreed location as the case may be.
ii. The decision of The Seller shall be final as to whether or not the defect is due to faulty workmanship or materials.
iii. The Seller shall in no circumstances be liable for any cost of stripping or reassembling any article into which any of The Seller’s goods may have been fitted.
iv. If the Seller exercises its option to replace defective goods, the replacement goods shall be supplied subject to these conditions of sale
d. All other conditions or warranties (whether express or implied by common law statute or otherwise) as to qualify, fitness for purpose, description, correspondence with sample or (in the case of components supplied for competition or equivalent purposes) life in service are hereby excluded except insofar as such exclusion is prevented by law.
e. Except as expressly provided in sub-clauses (a), (b) or (c) of this clause and except where an absolute prohibition against exclusion and restriction of liability applies, The Seller shall in no circumstances be liable to The Buyer in respect of any loss, damage or injury of any kind (which for the avoidance of doubt includes consequential loss, damage or injury) whether suffered by The Buyer or by any other party and whether such
liability be in contract, tort, breach of statutory duty or otherwise howsoever (including for the avoidance of doubt liability for any defect in, failure, or unsuitability for any purposes of the goods or for any negligence whether in relation to the design or manufacture of the goods at all) and all conditions, warranties or other terms whether express or implied by common law, statute or otherwise, inconsistent with the provisions of this term are herby excluded. In particular The Buyer of components supplied for competition or equivalent purposes shall be deemed to have recognised that such components are experimental in nature and that their use in competition or equivalent conditions may involve exceptional and unpredictable loadings and The Buyer shall be solely responsible for ensuring the safe use of the goods in the application intended by The Buyer.
f. The Seller shall not be liable for any loss of any kind (which for the avoidance of doubt includes consequential loss or damage) arising from any representations, statements, warranties, recommendations, opinions or advice made or given before the making of this contract, whether the same be made negligently or otherwise.
g. In sub-clauses (e) and (f) of this clause the expression “consequential loss” shall include loss of profits, loss of business revenue, loss of use or loss of goodwill whether of The Buyer or of any other party.
a. If notwithstanding the other provisions hereof, The Seller shall be held to be under any liability of any kind, without prejudice to the other provisions hereof, such liability shall not exceed the sum of £100,000 in respect of any claim, save where an absolute prohibition against exclusion or restriction of liability applies.
a. The Buyer shall indemnify The Seller against all costs, claims, demands and liabilities whatsoever made by third parties, caused in whole or in part or arising out of any act or omission of The Buyer in connection with the use, storage or sale of the goods.
If The Seller is prevented, hindered or delayed (directly or indirectly ) from delivering the goods or part thereof, or from otherwise performing the contract or part thereof by reason of act of god, war, embargo, riot, strike, lockout, trade dispute, fire, flood, breakdown, government action interruption of transport or delay in cessation of delivery to The Seller of any goods or materials by any cause whatsoever outside its control (not
restricted to causes of like nature to those specified above) The Seller shall be entitled to cancel the contract without any liability of any kind or without liability of any kind to extend the time for performance of the contract by a period at least equivalent to that which performance has been prevented or delayed by any of the causes referred to above.
The Buyer shall fully and effectively indemnify The Seller against all losses, damages, claims, demands, costs and expenses (including legal costs on an indemnity basis) suffered by The Seller or for which The Seller may become liable and which arise from or are incurred by reason of any infringement or alleged infringement of any patent, registered design, copyright, trade mark, trade name or other intellectual property right which
results from work carried out in accordance with The Buyers specification design or instruction. If The Buyer uses or sells the goods in such a manner as to infringe any such rights, The Seller shall not be responsible for such infringement and The Buyer agrees to indemnify The Seller from and against all liability arising there from.
The Seller’s copyright in and title information, designs and drawings delivered by The Buyer in connection with the supply of the goods shall at all times remain with The Seller and The Buyer shall at all times keep confidential and under no circumstances use or disclose such information, designs or drawings for any purpose than as may be necessary for the proper use and maintenance of the goods.
The Buyer shall be responsible for obtaining and maintaining in effect any import licenses and for complying with all regulations governing the admission of goods into the country of destination and for the payment of all customs duties, port dues and other similar charges.
No time given or concession made on the part of The Seller shall be construed as a waiver of any of its rights or remedies. If any of the provisions of these Conditions of Sale are invalid, this shall not affect the validity of the remainder of these Conditions of Sale.
Upon receiving a request to provide a price for a part in advance of receiving an order from the customer, The Seller shall provide a price that does not bind The Seller. The Buyer accepts that this price is an Estimate and not a binding price. Quotations do not constitute an offer and shall not bind The Seller.
Goods specially ordered may not be accepted back for credit. Goods returned after a period of four weeks may only be accepted with the authority of a Manager, Principal or Director and may be subject to a handling charge of 20% of the price charged to The Buyer. Damage or Shortage of goods found by The Buyer must be notified to The Seller within three days. Failure to do so will free The Seller of any liability in this respect.
The Seller accepts no liability in respect of defects to goods caused by external impact, abnormal wear and tear, neglect, dirt or misuse. All claims must be submitted with the defective part/s and all particulars as to date, mileage and invoice reference etc. On receipt of a claim The Seller will :-
i Acknowledge receipt of the claim and part/s in any mutually acceptable format.
ii Process the claim to the Supplier as promptly as any reasonable person would expect the claim to be processed.
iii Represent with the Supplier the interests of The Buyer who returned the parts under warranty.
iv Follow up the claim with the Supplier if The Seller has not been informed by the Supplier of the outcome of the claim within such time period as any reasonable person would feel appropriate.
v Where the warranty claim is rejected by the Supplier, to return the part/s complained of to The Buyer and to inform The Buyer of the Supplier’s explanation for not accepting the claim.
vi Where dispute continues The Seller will use his best endeavours to have the Supplier’s representative call upon the customer to explain reasons for rejection.
vii Where the warranty claim has been agreed by the Supplier, to promptly reimburse The Buyer.
Where labour time claims are involved, ICME Manual times will apply. Labour charges will be as agreed between the Supplier The Seller and The Buyer. Part/s credited will be at The Buyers normal buying price unless agreed otherwise.
These conditions of sale and any agreed modifications hereto shall be governed by English Law and each contract of sale entered into by The Seller and any modification thereto shall be deemed to have been made in England. The exclusive forum for all disputes between the parties or arising from these Conditions of Sale, an order or an invoice is the competent court in the UK.