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| 2. |
The Contract
Specification and Orders |
| 2.1 |
These conditions shall apply
to all orders for the supply of Vehicles and Services by the seller
to the Buyer to the exclusion of all other terms and conditions including
any conditions which the Buyer may purport to apply under any purchase
order or similar documents of any kind.
The Buyer understands and confirms that any employee or agent of the
Seller has no authority to make any representation about the
Vehicle, Parts or Services nor shall the Seller be liable for any
advice or recommendations given by it or its employees or agents to
the Buyer as to the Vehicle Parts or Services unless confirmed in
writing following placement of order. |
| 2.2 |
Any error or omission in any
document or information issued by the Seller or other person shall
be subject to correction without any liability on the parts of the
Seller. |
| 2.3 |
The Buyer shall be responsible
for the accuracy of the terms of any Order (including the specification).
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| 2.4 |
If the manufacturer or supplier
discontinues the sale of any Vehicle or Parts or alters the specification
the Seller reserves the right (without any further liability on the
part of the Seller) to deliver in satisfaction of this Contract a
Vehicle or Parts conforming to the manufacturer's or supplier's specification
prevailing at the time of delivery or fit another Part, or cancel
this Contract and refund to the Buyer either any deposit or other
payment paid by the Buyer. |
| 2.5 |
No Order or Quotation may be
cancelled by the Buyer except with the agreement in writing of the
Seller and on terms that the Buyer shall indemnify the Seller in full
against all loss (including loss of profit), costs damages and expenses
incurred by the Seller as a result of cancellation. |
| 3. |
Prices and Payment |
| 3.1 |
Standard payment terms are 30%
non refundable deposit with order, balance of total price prior to
shipment of vehicles or parts to be submitted as cleared funds Unless
there is a written agreement for a fixed price the price for a Vehicle
or Parts shall be the Ex. Works (EXW) price. If the manufacturer of
a Vehicle or supplier of any Parts increases their prices, the Seller
reserves the right to increase the price. The price for any Services
shall be charged at the current hourly rate prevailing from time to
time of the Seller together with any additional charges for accommodation,
motor expenses, air and shipping fee. All prices shall be payable
together with value added tax if applicable and (where appropriate)
delivery, transport and insurance charges. Any online sales are covered
under Paypal's terms and Conditions... see www.paypal.co.uk |
| 3.2 |
Advance 10% refundable deposit
for vehicles applies only until a vehicle is sourced or received into
stock at which time standard terms as at 3.1 will apply. |
| 3.3 |
Any estimates given by the Seller
shall be provisional. The Seller shall use all reasonable endeavours
to obtain the authority of the Buyer for any substantial divergence
from the estimate given. |
| 3.4 |
Any deposit paid is considered
by the Seller and accepted by the Buyer as being Non Refundable without
prior agreement. Balance Payment in cash or cleared funds for
the sale of vehicles, equipment or the supply of services shall be
due within 30 days after month of invoice date. Payment of vehicle
sales shall be made prior to or on the collection/shipment of items
purchased. Prompt payment of all sums due shall be of the essence
of this Contract. All prices quoted are U. K. Pounds Sterling Ex.
Works being exclusive of VAT where applicable and any shipping / associated
costs. Vehicles advertised are subject to remaining unsold. |
| 3.5 |
If the Buyer fails to pay any
sum due on the due date for payment the Seller shall be entitled to
charge the Buyer interest at the rate of 4% a year above (UK Barclays
Bank) Base Rate from time to time until payment is made in full. Such
interest shall be payable both before and after any legal judgment
the Seller may obtain against the Buyer. |
| 3.6 |
The Buyer shall not be entitled
to withhold payment of any sums after they have become due by reason
of any right of set off or counter-claim or for any reason whatsoever.
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| 3.7 |
In addition to the Seller's lien
for repairs, the Seller shall have a general lien on all property
of the Buyer in the possession of the Seller pending payment of all
sums due and after 14 days notice shall have the right to sell any
of the Buyer's property as agent for and at the expense of the Buyer
and apply all proceeds of sale towards payment of such sums. |
| 4. |
Shipment and risk |
| 4.1 |
In the absence of any express
agreement shipment (ex.work's) shall take place when collected by
the Buyer following the Seller's notification that the Buyer's vehicle
or Parts are ready for collection or when the vehicle or equipment
leaves the Sellers registered address. The date for collection/shipment
shall not be of the essence of this Contract unless agreed in writing.
Risk shall pass to the Buyer on shipment/collection. Any time or date
for completing the Services shall be an estimate only and the Seller
shall not be liable for any failure to complete the Services within
such time or date. |
| 4.2 |
Parts may be delivered in instalments.
Failure by the Seller to deliver any of the instalments in accordance
with these Terms shall not entitle the Buyer to treat the Contract
as a whole as repudiated. Claims for shortages or discrepancies or
loss or damage of Parts in transit will not be accepted unless notified
to the Seller and (if appropriate) the Seller's carriers within 48
hours of receipt and confirmed in writing within 7 days after receipt.
Packaging and damaged parts shall be retained for inspection. |
| 4.3 |
Following receipt, the Buyer
will inspect any Vehicle, Equipment or Parts. Unless the Buyer notifies
the Seller within 48 hours of delivery of any defect the Buyer will
be deemed to have accepted it. After acceptance, the Buyer shall not
be entitled to reject a Vehicle or Parts which are not in accordance
with this Contract. |
| 4.4 |
Dates and periods quoted for
availability are estimates only, made in good faith and the Seller
shall have no liability for any delay therein however arising.
Time for delivery is not of the essence of the contract. |
| 5. |
Retention of title |
| 5.1 |
Any Vehicle or Parts supplied
by the Seller to the Buyer shall remain the sole and absolute property
of the Seller until the Buyer has paid to the Seller in cash or cleared
funds or via Confirmed Irrevocable Letter of Credit Drawn against
a Major European Bank the price in full together with the full price
of any other vehicle, part(s) or services agreed to be sold by the
Seller to the Buyer for which payment is then due. The Buyer acknowledges
that it is in possession of the Vehicle or Parts solely as a fiduciary
agent and bailee of the Seller until payment. |
| 5.2 |
The Buyer will store protect
and maintain records of the Vehicle or Parts on its own premises in
a manner which makes them readily identifiable as the property of
the Seller and shall keep them insured in their full replacement value.
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| 5.3 |
Until the Buyer becomes the owner
of the Vehicle or Parts, the Seller shall be entitled at any time
to require the Buyer to deliver up the Vehicle or Parts to the Seller
and if the Buyer fails to do so forthwith the Seller shall have the
right to enter upon the premises of the Buyer or any third party where
such Vehicle or Parts are stored and repossess them. The Buyer shall
indemnify the Seller against any liability which the Seller may incur
in connection with the taking or attempting to take possession of
them. |
| 5.4 |
Whilst the Seller retains title
to the Vehicle or Parts, the Buyer may by agreement with the Seller,
sell the Vehicle or Parts as the Seller's undisclosed agent. |
| 5.5 |
The Buyer may not pledge or in
any way charge as security for any indebtedness any Vehicle or Parts
which remain the property of the Seller. |
| 6. |
Seller's warranties and
liabilities |
| 6.1 |
The Seller shall in no circumstances
whatsoever be liable for any loss of profit, business or production
or any similar loss or damage, where direct or indirect, or consequential
or however caused. |
| 6.2 |
If the Seller is held liable
under any circumstances then the Seller's liability shall be limited
to the price of the Vehicle, Parts or Services under this Contract;
and no claims arising out of this Contract may be brought more than
one year after the Buyer becomes aware of the claim. |
| 6.3 |
Force Majeure, The Seller shall
not be held liable for damages nor shall the Buyer have the right
to terminate this Agreement for any delay or default in performing
hereunder if such delay or default is caused by conditions beyond
the Seller's control including, but not limited to Acts of God, Government
restrictions (including the delay, denial or cancellation of any export
or other necessary license), wars, insurrections and/or any other
cause beyond the reasonable control of the party whose performance
is affected. |
| 6.4 |
The Buyer shall indemnify the
Seller in respect of any costs, claims, loss or liability made or
incurred by any person in connection with the Vehicle, Parts or Services.
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| 6.5 |
On all sales of used vehicles
and equipment no warranty is either given or implied. |
| 7. |
Manufacturer's warranty |
| 7.1 |
Where applicable or provided,
each new Vehicle and any new Parts supplied by the Seller under this
Contract have the benefit of a manufacturer's warranty as provided
by the manufacturer or offshore division or agent thereof. |
| 8. |
Termination following
Buyer's default |
| 8.1 |
If any of the following events
occur, the Seller may cancel this Contract; or suspend any further
supply of any Vehicle or Parts; or discontinue the performance of
any Services; or cancel any credit arrangements. The price for each
Vehicle or all Parts ordered (whether or not delivered) and for all
Services that have been performed shall become immediately due and
payable. |
| 8.2 |
if the Buyer fails to pay any
sum due on the due date under this or any other contract made with
the Seller: |
| 8.3 |
if the Buyer breaks any other
term of this Contract (other than in clause 8.1.1. above) and (if
capable of remedy) fails to remedy the breach within 7 days of receipt
of a notice from the Seller requiring the Buyer to do so: |
| 8.4 |
if the Buyer dies; ceases to
carry on business; or is unable to pay its debts within the meaning
of the Insolvency Act 1986; or a petition is presented for bankruptcy
or an interim order; or the Buyer makes any arrangement with creditor:
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| 8.5 |
if the Buyer convenes a meeting
of its creditors; or if a proposal is made for a voluntary arrangement
or any scheme or arrangement for the benefit of creditors; or an administrator,
receiver, or administrative receiver is appointed over any of its
assets; or a petition is presented for an administration or winding
up order: |
| 9. |
General |
| 9.1 |
Any notice shall be in writing
addressed to the addressee at its registered office or principal place
of business. |
| 9.2 |
The Seller contracts as principal
and not as agent. The Seller may appoint an independent contractor
to perform all or any part of this Contract for the Seller. The Buyer
shall not assign this Contract. |
| 9.3 |
Any failure by the Seller to
exercise any of its rights shall not be a waiver of the Seller's rights.
If any of the provisions in this Contract are found to be invalid,
illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions shall not be affected. |
| 9.4 |
This Contract shall be governed
in accordance with English Law and all disputes relating to it shall
be decided by the English Courts. |
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