Terms and Conditions.
These Terms and Conditions apply to all transactions. Please read them carefully. The Company may change these Terms and Conditions at any time.
The following definitions and rules of interpretation apply in these conditions.
Buyer: the person firm or company who purchases the Goods from the Company.
Company: VEHICLE GLAZING SPECIALISTS
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
Headings do not affect the interpretation of these conditions.
2. Application of Terms
Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
These conditions apply to all the Company’s sales and any variations to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made of given by or on behalf of the Company which is not set in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
No order placed by the Buyer shall be deemed to be accepted by the Company until an acknowledgement of order is provided by the Company by e-mail or (if earlier) the Goods are delivered to the Buyer.
The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgment of order.
3. Prices and Payment
The price for the Goods shall be the price set out in the quotation provided by the Company or, if not provided or the quotation has expired, in the Company’s price list in force on the date of delivery.
The price for the Goods shall be exclusive of any value added tax (VAT). If the rate of VAT changes between the date of the quotation and the date of delivery the VAT shall be adjusted.
Subject to condition 3.6, payment of the price of the Goods is due in pounds Sterling and, unless otherwise expressly agreed by the Company, shall be made by means of an authorised credit or debit card payment prior to delivery of the Goods for a Buyer without an account with the Company and by means of an authorised credit or debit card or cheque for a Buyer having an account with the Company. Any credit terms agreed to by the Company shall be set out in a letter of confirmation from the Company establishing an account and as may varied by the Company by notice in writing to the Buyer from time to time.
Time for payment shall be of the essence.
No payment shall be deemed to have been received until the Company has received cleared funds.
All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim reasonable debt recovery costs as set out in the Late Payment of Commercial Debts (Interest) Act 1998.
Unless the Company agrees otherwise the Delivery Point shall be the Company’s
Any dates specified by the Company for delivery of the Goods are intended to be an estimate only and are subject to availability of stocks and supplies from suppliers whose own production times and delivery times may vary. Time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
Subject to the other provisions of these conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence). The Company’s delivery note shall be conclusive evidence of the quantity of Goods delivered.
The Company may make delivery of the Goods in instalments and each delivery shall constitute a separate Contract. Any failure by the Company to make delivery of any one or more of the instalments in accordance with these conditions and any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as repudiated as a whole.
The Company shall use reasonable endeavours to ensure that the colours and shades of any Goods are maintained but the Buyer acknowledges that there may be minor differences in Goods delivered and that the Company is not the manufacturer of the Goods and has no role or influence in the manufacturing process.
5. Cancellation of Orders
The Company may at its discretion accept or reject the cancellation of any order after
it has been accepted. If the Company decides to accept the cancellation of an order
the acceptance shall be on such terms as the Company may specify.
The Company may at its discretion accept or reject the return of any Goods which have been incorrectly ordered. If the Company decides to accept the return of such Goods the return shall be on such terms as the Company decides.
The Company reserves the right to require payment of a deposit in respect of any special order. The Company may accept the cancellation of such an order after it has been accepted and before manufacture of the Goods but if the Buyer cancels the order after manufacture the Company reserves the right to keep the deposit and, if so required by the Company, the Buyer shall pay the Company the balance outstanding for the Goods.
6. Risk and Title to Goods
The Goods are at the risk of the Buyer from the time of delivery.
Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
- (a) the Goods; and
- (b) all other sums which are or which become due to the Company from the Buyer on any account.
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
- (a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
- (b) in any such sale the Buyer shall deal as principal and not as agent of the Company but the proceeds of such sale shall be held by the Buyer on trust for the Company in a separate bank account, the Buyer hereby assigning to the Company all rights and claims it may have against its customers arising from such sale until payment is made in full to the Company as aforesaid.
The Buyer’s right to possession of the Goods shall terminate immediately if:
- (a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
- (b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
- (c) the Buyer encumbers or in any way charges any of the Goods.
The Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the manufacturer of the Goods.
8. Limitations of Liability
Subject to condition 4, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
- (a) any breach of these conditions;
- (b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
- (c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
Nothing in these conditions excludes or limits the liability of the Company:
- (a) for death or injury caused by the Company’s negligence; or
- (b) under section 2(3), Consumer Protection Act 1987; or
- (c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
- (d) for fraud or fraudulent misrepresentation.
Subject to condition 8.2 and condition 8.3:
- (a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
- (b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
The Company may assign the Contract or any part of it to any person, firm or company.
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
10. Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 45 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
Each right or remedy of the Company under the Contract is without prejudice to any
other right or remedy of the Company whether under the Contract or not.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract shall continue in full force and effect.
Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
A person who is not a party to these conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.