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UNITED KINGDOM CONDITIONS OF SALE OF GOODS AND/OR SERVICES
1. PRICES AND TERMS OF PAYMENT. Subject to the condition 3 below, the prices quoted are those ruling at the date of publication but may be altered at any time without notification due to variations in cost of materials, wages or hours of work, cost of bought-in components or transport.
Prices quoted are exclusive of VAT which shall be due at the rate ruling on the date of the Company’s invoice.
Payment of the price and VAT shall be due on the date specified on the Company’s invoice or order acknowledgement or otherwise as agreed between the parties in writing. Time for payment shall be of the essence. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above the base lending rate from time to time of National Westminster Bank Plc accruing on a daily basis and being compounded quarterly until payment is made whether before or after any judgment and shall be paid on demand. Interest may be claimed under the Late Payment of Commercial Debts (Interest) Act 1998.
2. TERMS. Subject to Status.
3. VALIDITY. Quotations are valid only for 30 days after their date.
4. COLOUR. All equipment will be supplied in our standard colour. Variations in colour can be supplied to order but an extra charge will be made.
5. TECHNICAL SPECIFICATION. The Company reserves the right to amend any design or specification without prior notice.
6. TITLE. Until payment in full has been received (in cash or cleared funds) by the Company of all the sums owing or due or which become due to the Company on any account whatsoever whether in respect of purchases of the Company’s Goods or otherwise the property in the supplied by the Company whether mixed or made accessions to other goods of the Customer or a third party shall not pass to the Customer.
Until title to the Goods has passed to the Customer the Customer shall:
(a) hold such Goods on a fiduciary basis as the Company’s bailee;
(b) keep and store the Goods separately from all other goods held by the Customer and in such a manner as to enable them to be readily identified as the property of the Company;
(c) not remove deface or obscure any identifying mark or packing on or relating to such Goods; and
(d) maintain such Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company until the date that property in the Goods passes;
(e) shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company.
Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer may resell or use the Goods in the ordinary course of its business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
It is agreed by the Customer that if the Goods are to be delivered to a third party, that the Company may contact that third party direct and confirm the Goods remain the sole property of the Company in accordance with these Conditions until paid for in full.
If payment is not made by the agreed date to the Company by the Customer, or if the Customer enters into a composition with its creditors, a voluntary arrangement of bankruptcy/liquidation then the Company may at any time require the Customer to deliver up such Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Goods are stored in order to recover them and charge the cost of collection and recovery to the Customer on a full indemnity basis.
7. RISK. Notwithstanding the property in the Goods shall not pass to the Customer as provided in condition 5 hereof:¬
(a) the risk in the Goods shall pass to the Customer at the time of delivery to the Customer, his agent, or carrier:
(b) the Customer shall indemnify the Company and keep it indemnified against all claims, loss, damages, penalties, costs, expenses and liabilities arising out of or in connection with the Customer’s possession of the Goods and the Company’s continued ownership of the Goods.
8. CARRIAGE. The Company reserves the right to elect means of transport for delivery of Goods. For consignments deliverable within the UK mainland, over £500 invoice value, carriage using our standard service will be free of charge
9. PACKING. All Goods will be suitably packed for Domestic Transit. Other forms of packaging, eg packing cases, will be charged at cost.
10. MINIMUM ORDER VALUE. The minimum value of orders accepted by the Company will be £100.00.
11. DELIVERY. Delivery of the Goods shall be made to the Customer’s address on the date specified by the Company when the Goods are to be delivered.
The Services shall be performed at the location agreed between the Customer and the Company.
While time of delivery of the Goods or performance of the Services shall not be of the essence of the contract with the Customer, the Company shall use all reasonable endeavours to deliver Goods and perform the Services on the date given. Without prejudice to the generality of the foregoing, if, during the currency of any order or contract, the performance of the Services and/or production, manufacture or delivery of any or all the material quoted or if the Goods itself shall be hindered or interfered with due to any cause whatsoever beyond the Company’s control, then performance and/or delivery may be wholly or partially suspended (as the case may require) during the continuance of such causes and the time for performance and/or delivery shall be correspondingly extended.The Customer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery by the Company.The Customer shall be deemed to have accepted the Goods 24 hours after delivery to the Customer. After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the contract.
12. DAMAGE IN TRANSIT AND NON-DELIVERY. Where Goods are delivered to the Customer or his agent, no claim will be considered by the Company and it shall not be liable, in so far as the negligence of itself, its servants or agents can be established for
(a) GOODS DAMAGED IN TRANSIT. unless the Company or the carrier are notified in writing within 24 hours of delivery;
(b) NON-DELIVERY of the whole or part of the Goods, unless the Company or the carrier are notified within 23 hours of the date of delivery appearing in or from the Company’s advice note.
In default of compliance by the Customer with the requirement of this paragraph, the Customer shall pay for such Goods not delivered or damaged in transit, without prejudice to the Company’s rights otherwise arising.
The practice of signing for the ‘Goods not examined’ does not absolve the Customer from this condition.
13. RETURN OF GOODS. Goods returned which were supplied in all respects, including as to quality and fitness for purpose, in accordance with the Customer’s order will be investigated only on condition that the Company’s written agreement to the return of such Goods has first been obtained. In all instances, Goods when returned are to be delivered to the Company CARRIAGE PAID and at the Customer’s risk. Goods may not be returned for the reason only that property of the Goods has not passed under condition 5 hereof.
14. WARRANTY. The Company warrants that the Goods are free from defects in material or workmanship for a period of twelve calendar months from the date of delivery of the Goods to the Customer, either by the Company or the Company’s distributor. In the latter case this guarantee will only apply to new or unused Goods stored in an appropriate manner and in original packaging.
The liability of the Company under this warranty shall be limited to the repair or at its option replacement of parts found to be defective and to making good all defects found within such period arising solely from defective material or workmanship in products of the Company’s own manufacture properly used solely for the purpose for which they are intended and not due to fair wear and tear, misuse, alteration, wilful damage, negligence, abnormal working conditions, neglect, improper adjustment, unauthorised repair or attempted repair by a non approved Company repairer or a failure to comply with the Operations and Maintenance manuals.
Notice in writing of any such defects should be sent to the Company immediately they are known. If the Company accepts liability, the repaired or replacement products will be delivered free to the Customers place of business.
The Company gives no warranty or guarantee in respect of any proprietary electrical or other equipment made by other manufacturers and supplied with the Company’s Goods but will so far as possible transfer the benefit of such warranty or guarantee, if any, given by such manufacturers themselves, to the Customer.
The Company shall in no circumstances be liable for any direct or indirect consequential or loss of profit or other loss or damage of any nature arising from defects in its Goods or their installation.
Except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contracts Terms Act 1977) this warranty is given and shall be accepted in substitution for and to the exclusion of all conditions, warranties and liabilities whatsoever imposed or implied by statute or common law to the fullest extent permitted by law (other than those implied by Section 12 of the Sales of Goods Act 1979) or any statutory modification or re-enactment thereof, or otherwise in respect of the Company’s Goods and no modification of the terms hereof is authorised.
Nothing herein contained shall be construed so as to exclude or restrict the liability of the Company for the negligence of itself, its servants or agents.in so far as the same results in death or personal injury.
Where the Goods and/or Services are sold under a consumer transaction the statutory rights of the Customer are not affected by these Conditions.
The benefit of the warranty shall only apply in favour of immediate Customers of the Company, or the Company’s distributors as the case may be, and shall not be assignable without the written consent of the Company in respect of new or unused products.
Liability is not accepted for Goods which have not been installed to the standards of the Garage Equipment Association Code of Practice for the Installation of Vehicle Servicing Equipment, copies of which are obtainable from the Garage Equipment Association, 2/3 Church Walk, Daventry, Northants, NN11 4BL.
The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods and/or Services has not been paid by the due date for payment.
15. INDEMNITY. Unless otherwise agreed. the Customer shall hold and save the Company harmless from all liability of whatsoever nature or kind to third parties or others for on account of the sale, operation or use of any product installed by the Company or work done or materials supplied by the Company under or as a result of any contract except in respect of liability of the Company for negligence resulting in death or personal injury.
The Customer shall also indemnify the company in respect of costs incurred in defending any proceedings in relation to the Company’s Goods however so arising.
16. HEALTH AND SAFETY AT WORK. On or before commencement of the Services the Customer and/or end user shall if so required by the Company enter into a written undertaking to take such steps as may be specified by the Company to ensure that the person carrying out the Services is provided with a safe system of work without risks to health when properly followed.
Furthermore the Customer shall be responsible for ensuring that:
(i) the Goods as specified are safe and appropriate for the Customer’s intended use;
(ii) the Goods are handled in a safe manner, and
(iii) any waste originating from the Goods is disposed of in accordance with any relevant regulations.
17. EXHIBITIONS. The Company’s Goods may not be exhibited at any show, display or exhibition other than on the Customer’s own premises, or included in any competition or marketing literature unless the Company’s written consent has first been obtained.
18. CANCELLATION OF ORDERS. Orders already accepted by the
Company may be accepted for cancellation or variation, provided made in writing and on the following terms:
DEALING AS TRADER: only at the Company’s discretion and the Company may charge for all work carried out or expenses incurred in relation to the order before the acceptance of the cancellation or variation.
DEALING AS CONSUMER: the contract may be cancelled at any time up to the end of the 7th working day from the date of delivery and the Customer does not have to give any reason for cancelling the contract nor will he have to pay any penalty. If the Customer has received the Goods before he cancels the contract then he must return the Goods to the Company at his own cost and risk. If the Customer cancels the contract but the Company has processed the Goods for delivery the Customer must not unpack the Goods when received and return the Goods to the Company at his own cost and risk as soon as possible.
19. TERMINATION. The Company may by written notice terminate the contract immediately if the Customer is in material breach of the contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect.
20. LEGAL CONSTRUCTION, GOVERNING LAW AND MODIFICATION.
In these Conditions unless the context requires otherwise:
“Company” shall mean Tecalemit Garage Equipment Company Limited;
“Conditions” shall means the terms and conditions of sale set out in this document any special terms and conditions agreed in writing by the Company,
“Customer” shall mean the person, firm or company who purchases the Goods from the Company or a duly appointed distributor or agent, as the case may be, of the Company;;
“Goods” shall mean the goods which the Customer agrees to purchase from the Company;
“Services” means any services agreed to be supplied by the Company.
These Conditions of sale shall apply to all contracts for the sale of Goods and/or Services by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document. All orders for Goods and/or Services shall be deemed to be an offer by the Customer to purchase Goods and/or Services pursuant to these Conditions. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
The contract is personal to the Customer who may not assign, delegate, llicense, hold on trust or sub-contract all or any of its rights or obligations under the contract without the Company’s written consent.
No waiver or variation of any of these Condition shall be effective unless it is in writing and signed by a director of the Company for the purpose of the Companies Acts or his nominated deputy (“Authorised Signatory”). Any such waiver shall be for the purposes of that particular transaction only and all other conditions herein contained shall remain in full force and effect. No one within the Company has the authority to alter any of these Conditions verbally.
This contract and any dispute or claim arising out of or in connection with it or its subject matter of formation is subject to the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this contract or its subject matters or formation.