Terms and Conditions of Sale.
a) In these Terms and Conditions, the phrase “the Company” shall mean Autoparts & Diagnostics Ltd (APD). The phrase “the Customer” shall mean any company, organisation, or individual seeking to purchase goods or services from the Company.
b) Unless otherwise expressly agreed in writing, these Terms and Conditions shall apply to all agreements and deliveries from the Company for the supply of Goods “the Goods” to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2. ACCEPTANCE AND VARIATION OF PRICE
a) All quotations whether verbal, or in writing, do not constitute offers and are subject to the Company’s confirmation on receipt of the customers’ order. A quotation shall only be valid for a period of 30 days from its date of issue. Quotes from Autoparts & Diagnostics Ltd will become void if the customers’ acceptance has not reached Autoparts & Diagnostics Ltd within 30 days of the submission of the quote. Amendments or additions to an original agreement are not binding on Autoparts & Diagnostics Ltd without their written confirmation
b) All prices quoted, or listed, by the Company are based on the prices of the Company’s suppliers at the time of quotation, or listing, and are subject to adjustment prior to despatch to cover any increase in such prices, or in taxation, or duty which might take place prior to delivery and such prices are exclusive of packing, carriage, installation and VAT.
c) Where Goods are to be imported the Company reserves the right to vary the price quoted to reflect the rate of exchange for purchase of the relevant currency in pounds sterling.
d) Information given in catalogues, pricelists and other product information provided by the Company is only binding on the Company to the extent that the agreement with the buyer expressly refers to such information. The Company reserves the right to change the information contained in the above material without notice.
3. DELIVERY AND INSTALLATION
a) Unless otherwise agreed in writing by the Company, the goods shall be delivered ex works. The buyer bears the risk once the goods have been delivered.
b) The Company shall not be liable for any delay in delivery occasioned by any cause whatsoever beyond the Company’s control.
c) The Company shall (at its sole option and subject to the parties entering into a separate written agreement) install the Goods provided that the site has been prepared in accordance with the Company’s instructions and all necessary facilities are freely available. If installation is not possible at the time of delivery due to no fault of the Company, the Company shall be entitled to make an additional charge in respect of any further visit to the site to install the goods.
d) In the case of delivery of goods by instalments, the customer will not be entitled to treat the delivery of faulty goods in any one instalment, or the late delivery, or non- delivery of any one instalment, as a repudiation of any contract with the Company.
4. RISK AND TITLE TO GOODS
a) The risk in the Goods passes to the customer upon delivery but property in the goods remains vested in the Company and shall only pass from the Company to the customer upon full payment being made by the customer of all sums due on whatsoever account or grounds to the Company from the customer.
b) In the event of the Goods being sold by the customer in such manner as to pass to a third party a valid title to the Goods, whilst any such sums are due as aforesaid, the customer shall be the Trustee for the Company of the proceeds of such sale or to the claim for such proceeds and the customer shall place such proceeds in a separate bank account.
c) The Company’s rights under this clause 4 shall attach to the proceeds of such sale. Nothing herein shall constitute the customer the agent of the Company for the purposes of any such sub sale.
d) The customer agrees that prior to full payment being made as aforesaid the Company may at any time enter upon the customer’s premises and remove the Goods there from (and dispose of the same in any manner it may decide) and that prior to such payment the customer shall keep such Goods separate and identifiable for this purpose.
e) In the event of the Goods becoming constituents of, or being converted into other products whilst sums are due as provided in sub clause (b) hereof the Company shall have the ownership of and title to such other products as if they were the Goods and accordingly this Clause 4 shall, so far as appropriate, apply to such other products, subject to the customer’s right to the surplus of any moneys realised by the said products in excess of those due to the Company as provided herein.
f) Any implied authority that the customer shall be entitled to sell the Goods and pass property in the same to third parties, in the normal course of its business, or manufacture products out of the same, or sell such products will continue until otherwise notified to the customer, by the Company, or until the happening of any of the following events.
i) Any notice to the customer that an administrator, administrative receiver, or other receivers are to be, or have been, appointed in respect of its undertaking or a material part thereof or other property or assets.
ii) Any notice to the customer that a petition for an Administration Order is to be, or has been, presented to the customer.
iii) Any notice to the customer that a petition to wind up the customer is to be, or has been, presented to the customer or the passing, by the customer, of a resolution to wind up the customer (including any proposal by the customer to do so).
iv) A decision by the customer that the customer intends to make any arrangement or composition with its creditors.
v) Presentation to the customer of a petition for bankruptcy, or notice to the customer that a petition for bankruptcy, is to be presented to it, and upon the happening of any such events the customer shall immediately notify a Director, or other authorised officer of the Company.
g) On receipt of notice from the Company, or on the happening of any event set out in (f) above the customer’s implied authority to sell the Company’s Goods shall be immediately withdrawn and such Goods and products there from shall immediately be delivered the Company.
Payment is on delivery of the goods unless the customer has a credit account with the Company. The following terms and conditions apply to credit accounts.
Payments terms are strictly as per your Credit Account Application Account Form. No exceptions can be made to the length of credit allowed and account facilities will be suspended or withdrawn if not settled by the due date.
A credit limit will be applied to the customer’s account and may not be exceeded. A credit limited can be changed at the discretion of the Company based on information obtained from third party credit agencies or any other information obtained by the Company.
6. LIABILITY AND WARRANTY
The customer shall thoroughly inspect the Goods upon delivery to establish whether they are in good order and promptly report any deficiencies discovered during such inspection. The customer cannot at a later date claim deficiency which could have been discovered during the inspection.
If during proper use or application of the goods by the customer a problem should be discovered, the customer shall notify the company in writing giving particulars of the alleged defect. The goods shall be returned to the company who in turn return the goods to the relevant supplier for inspection.
Should the goods in question be deemed faulty the supplier will raise a credit for the value of the goods in favour of the Company who shall in turn credit the customer of the goods.
Any claim for a labour content within the warranty claim will be at the discretion of the supplier of the goods.
The Company may only act on the decision of the supplier of the goods and cannot be held directly responsible for the performance of the goods.
The customer will be deemed to accept the decision of the supplier in any dispute as to the fitness for purpose of the goods.
All warranty parts must be returned with the original purchase invoice. All goods must be boxed, packed and returned in the same condition in which they were received.
7. FORCE MAJEURE
The Company shall be excused from liability to the customer if performance hereunder is prevented or hindered (in particular if an agreed delivery date is delayed) by any cause whatsoever beyond the company’s control and, in particular, but without prejudice to the generality of the foregoing by act of God, war, riot, commotion, Government controls and restrictions or prohibitions or any other Government act or omission whether local or national, fire, flood, subsidence, sabotage, accident, strike or lockout and shall not be liable for any loss or damage resulting therefrom suffered by the customer.
8. GENERAL DISCLAIMER
The Company cannot be held liable for delays and deficiencies other than those stated in Clauses 3 and 6. If the Company incurs liability in damages as a result of the customer’s use of the delivered Goods or Services, including a resale, which exceeds the Company’s liability under this provision, the customer is obliged to indemnify the Company for such liability and the customer is also obliged to accept a lawsuit against him at the court dealing with the claim against the Company.
Except as set out in these terms and conditions, no variation of the agreement between the Company and the customer for the sale and purchase of the Goods in accordance with these terms and conditions including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by a Director of the Company. The Company reserves the right to terminate without notice the variation agreement and revert to the Company’s standard Terms and Conditions of Sale.
10. LEGAL INTERPRETATION
These terms and conditions shall be construed in accordance with English Law. Any dispute arising out of, or in connection with these Terms and Conditions shall be determined by the English Courts.
In the event of any part of these Terms and Conditions being ineffective, for any reason, the remainder thereof shall constitute the Terms and Conditions.