Terms and Conditions
In these conditions:-
“the Company” means “the Company” brief details of which appear overleaf. “the Contract ”means the contract made between the Company and the Customer for the supply of the Goods and/or Services upon the terms set out herein. “the Customer” means the company, firm or other body corporate contracting with the Company for the supply of Goods and/or Services under the Contract. “the Goods “means the goods to be sold by the Company to the Customer under the Contract. “the Services” means the services to be supplied by the Company to the Customer under the Contract. “the Vehicle” means any vehicle in respect of which Services are to be supplied.
2.01 All quotations are given and all orders are accepted on these terms, which supersede any other terms appearing in the Company’s catalogues or elsewhere, and shall override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in the order or in any negotiations or consultations, or in any course of dealing established between the Company and the Customer.
2.02 The Customer acknowledges that there are no representations outside these terms which have induced it to enter into the Contract and these terms and those on the face hereof shall constitute the entire understanding between the parties for supply of the Goods and/or the Services under the Contract.
2.03 No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Company of any of the Customer’s documentation shall not imply any modification of these terms.
2.04 The Contract shall not be concluded until the Company has confirmed its acceptance of its order to the Customer in writing.
3.01Quotations are subject to withdrawal at any time before the conclusion of the Contract.
4. THE GOODS
4.01All descriptions and illustrations contained in the Company’s catalogues, price lists and advertisements or otherwise communicated to the Customer are intended merely to present a general idea of the Goods and Services described therein, and nothing contained in any of them shall form any part of the Contract.
5.01 All Goods and Services are supplied pursuant to or in connection with specifications, data and documents supplied or approved by the Customer. It is the responsibility of the Customer to ensure that all such specifications, data and documents are accurate. The Company accepts no responsibility for the accuracy of such specifications, data or documents or for any defects in the Goods, the Services or any Vehicle consequent upon any inaccuracies in such specifications, data or documents, or for any consequences of such defects.
5.02 It is the responsibility of the Customer to satisfy itself as to the suitability of the Goods or Services for its needs, including but not limited to the legality or lawfulness of the intended or actual use of the Goods or Vehicle, and the Company accepts no responsibility for the Goods or Vehicle or any part thereof which are not so suitable.
5.03 The Company makes no warranty, express or implied in connection with any technical advice or recommendation made by it to the Customer.
5.04 It is the responsibility of the Customer to satisfy itself that the manufacture of the Goods or supply of the Services will not infringe any patent registered design, trademark, copyright or other similar object and the Customer undertakes to keep the Company indemnified against all charges, penalties, damages, claims, costs and expenses for which the Company may become liable as a result of the manufacture of the Goods or the provision of the Services by the Company which involves such an infringement.
5.05 All patents, registered designs, trademarks, copyright or similar rights appearing in, existing in, created by. or arising out of the manufacture of the Goods or performance of the Services by the Company shall belong to the Company absolutely.
6. THE PRICE
6.01 Subject to the provisions of Clause
6.02 prices for the Goods and Services shall be those set out in the Contract and shall not, unless otherwise specified by the Company in writing, include delivery, packing, or loading. 6.02 The Company reserves the right to increase the price of the Goods and Services before delivery: (i) in the event that there is an increase in the cost to the Company of manufacturing or acquiring, of the Goods or in carrying out the Services.(ii) by the cost of labour or in respect of any other costs incurred by the Company to render the Vehicle ready or accessible for Services to be performed: or (iii) in the event that the Services prove to be more extensive or expensive than was reasonably apparent to the Company’s representatives at the time of the giving of the Company’s quotation for the Services.
7.01 The Customer may not cancel the Contract without the consent of the Company, which may impose any conditions upon its consent at its discretion and consent shall in any event be deemed to be on the express condition that the Customer shall indemnify the Company against all loss, damage, claims or actions arising out of such cancellation and pay to the Company all sums due in respect of all work undertaken and materials purchased under the Contract to the date of cancellation but in any event not less than 25%. Upon cancellation the Company shall be entitled to forfeit any monies paid to it by the Customer under the Contract.
7.02 The customer may terminate a services contract by issuing a Termination Notice to Lynton Trailers (UK) Ltd at any time on 3 months written notice. Such notice shall not be served within one (1) year of the Actual Services Commencement Date. Should the customer terminate the contract then the customer shall pay Lynton Trailers (UK) Ltd for completed and/or scheduled services plus a termination payment of 10% + VAT of the previous year annual contract value
8.01 Payment for the Goods and/or Services shall be net cash on collection/delivery.
8.02 Without prejudice to the right of the Company to payment in accordance with the terms of payment above, the Company shall at its discretion have the right to charge interest in respect of all or any outstanding sums from the due date for payment until payment in full (including all interest due) is received by the Company and shall be payable at the rate of 3 per cent per annum over the base lending rate for the lime being of Lloyds Bank PLC which shall accrue from day to day.
8.03 If payment is overdue in whole or in part the Company may (without prejudice to any of its other rights) serve written notice on the Customer that it will forthwith recover and re-sell all the Goods or any of the Goods and may enter upon the Customer’s premises for that purpose.
8.04 If the Company shall extend credit in respect of any part of the Goods or Services it shall be without prejudice to its right to refuse to give up possession of any part of the Goods, or the Vehicle except against payment.
8.05 Where the Goods and Services are to be supplied or payment therefor is to be made by instalments the failure of the Customer to pay any instalment in due time shall entitle the Company to treat such-failure as a repudiation of the Contract by the Customer and to recover damages for any breach of the Contract.
8.06 If payment is overdue in whole or in part then the whole of any amounts outstanding to the Company shall immediately become payable whether or not such monies would have been payable at that time but for the provisions of this sub-clause.
9.01 In the case of any Contract which includes the supply of Services, the Company shall have the right to refuse to give up possession of the Vehicle or any other Goods which are the property of the Customer and are in the possession or control of the Company until all sums due to the Company under the Contract or any other contract between the Customer and the Company have been paid.
10.01 All dates for delivery of the Goods or performance of the Services are given in good faith and based on information available to the Company at the time that they are given. The Company shall in no circumstances be liable to compensate the Customer in damages or otherwise for late delivery of the Goods or late performance or of the Services or any of them for whatever reason or for any loss consequential or otherwise arising therefrom.
10.02 The Company will notify the Customer in writing that the Goods are ready for delivery or of the completion of the performance of the Services. The Customer shall collect the Goods or the Vehicle from the Company’s premises during normal business hours within 7 days from the date of such notification.
10.03 Should the Customer fail to collect the Goods or the Vehicle within the period stipulated in the preceding sub-clause, the Company may at its sole discretion elect to store the same. All charges and costs arising from such storage shall be payable by the Customer on the terms of Clause 8 above,
10.04 Should the Company be prevented from or hindered in delivering the Goods or Vehicle or performing the Services or any part thereof by reason of any cause beyond the Company’s control, the time for delivery or performance shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.
10.05 Should the Company be prevented from delivering part of the Goods or performing part of the Services by reason of any of the causes specified in the preceding sub-clause, the Company shall deliver or perform and the Customer shall take and pay for such part of the Goods and Services as the Company shall be able to deliver or perform in accordance with the Contract.
10.06 Delivery shall be deemed to take place upon the earlier of:- (i) the collection of the Goods or the Vehicle by the customer; and (ii) the expiry of the period of 7 days from the date of the notice given under sub-clause 2 of this clause.
10.07Risk in Vehicles which are other than Goods for the purposes of these terms shall at all times remain in the Customer.
10.08 The Company shall not be liable for any loss of any kind to the Customer arising from any damage to the Goods occurring after the risk has passed to the Customer howsoever caused, nor shall any liability of the Customer to the Company be diminished or extinguished by reason of such loss
10.09 The Company may at its option cancel or suspend (or suspend and later cancel) all further deliveries of Goods or performance of Services under the Contract in the event of delay by the Customer in making any payment due hereunder or under any other contract between the Company and the Customer, or in the event that the Customer, being a natural person, shall die or become bankrupt, or, being a company shall enter into liquidation or have a receiver or administrative receiver appointed of its undertaking property or assets or any part thereof or shall enter or offer to enter into any agreement or composition with his or its creditors, or suffer the presentation of a petition for the appointment of an
administrator or in the event that anything similar or analogous to any of the foregoing shall occur under the laws of any jurisdiction in which the Customer is incorporated, resident or carries on business.
11. PASSING OF RISK AND PROPERTY
11.01 Risk of loss or of damage to the Goods shall pass to the Customer at the time the Goods are deemed delivered to the Customer. 11.02 Property in the Goods shall not pass to the Customer until the whole of the price has been paid, and until payment the Customer shall hold the Goods as bailee for the Company and the following provisions of this Clause 11 shall apply.
11.03 The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms. The Company may sue for the whole of the price at any time after it has become payable.
11.04 Payments shall be applied to invoices in the order in which they were issued and to Goods in the order in which they are listed in invoices.
11.05 In the event of any sale or other disposition of the Goods by the Customer, the Customer shall, subject to Clause 11.06, hold on trust for the Company the whole of the proceeds.
11.06 The trust declared in Clause 11.05 shall be void if and to the extent that a trust in like terms arises by operation of law in favour of the Company.
11.07 The Customer shall not:- ï (a) pledge the, Goods or allow any lien to arise thereon; (b) deal with or dispose of the Goods or any interest therein other than by a sale to an independent purchaser buying for full value in the ordinary course of the Customer’s business; (c) hold itself out as the Company’s agent in respect of the Goods.
12. INSPECTION OF GOODS
12.01 The Customer shall inspect the Goods or the Vehicle immediately on delivery thereof and shall within seven days from such delivery give notice to the Company of any matter or thing by reason whereof the Customer may allege that the Goods or Services are not in accordance with the Contract or are defective in material or workmanship. If the Customer shall fail to give such notice the Goods the Vehicle or the Services shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on reasonable examination of the Goods or the Vehicle and the Customer shall be deemed to have accepted the Goods or the performance of the Services accordingly.
13.01 The Company shall at its sole discretion repair or replace any Goods or part thereof of its manufacture which may prove defective due to defects in material or manufacture but excluding defects which arise from wear and tear, incorrect installation, defects in design from any cause, abnormal conditions of working, accident, lack of proper maintenance or rewiring, misuse or neglect provided that: (a) notice in writing of such defect is given to the Company within 12 months of the date of delivery and in the case of repair contracts within 6months of the date of delivery; and (b) the Customer shall have complied with all other obligations upon it under the Contract. In the case of the Goods not of the Company’s manufacture, the Company undertake to use reasonable endeavours to require the manufacturers of such Goods to carry out their guarantee or other legal obligations in respect of such defects or faults. (c) The Customer wherever practical must return the product to the Lynton Dealer from whom it was purchased. In special circumstances however, it may be necessary to return the unit to the factory.
14. LIMITATION OF LIABILITY
14.01 These terms set out the Company’s entire liability in respect of the Goods and Services, and the Company’s liability under these terms shall be in lieu and to the exclusion of all other warranties. conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality of the Goods or Services or otherwise howsoever except any implied by law or statute and which by law or statute cannot be excluded. Save as provided in these terms and except as aforesaid the Company shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Goods or Services or failure to correspond to specification or sample or for any injury, damage or loss resulting from such defects or from any work done in connection therewith.
15. SUPPLY OF INFORMATION
15.01 Any information from the Customer necessary to enable the Company to proceed with any order must be furnished within reasonable time and failure to furnish the information to the Company within 14 days after written notice requiring the same shall entitle the Company at its option to reschedule delivery and to amend the standard price to include any increases in the costs which may be caused by the delay on the part of the Customer.
16.01 The Customer shall indemnify the Company in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the Goods or the Vehicle in the event (and to the extent)that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Customer or its servants or agents or by any breach by the Customer of its obligations to the Company hereunder
17.01 The Customer hereby waives any and all existing and future claims and set-off against any payment due hereunder and agrees to pay such payments regardless, of any equity, set-off or cross claim the Customer may have against the Company.
18.01 No forbearance, indulgence, time or relaxation on the part of the Company granted to the Customer in respect of any of these terms and conditions shall in any way affect, diminish, restrict or prejudice rights or powers of the Company hereunder or operate as or be deemed to be a waiver of any breach by the Customer of these terms and conditions.
19.01 In the event of any of the within written terms and conditions being determined to be invalid, unlawful or unenforceable to any extent, such terms or conditions shall be severed from the body of the Contract and the remainder of the Contract shall continue to be valid and enforceable to the fullest extent permitted by law.
20. FORCE MAJEURE
20.01 The Company shall be relieved of all liability otherwise arising under these conditions to the extent that it shall be unable to carry out any of its obligations hereunder by reason of wars, strikes, lockouts, governmental controls or restrictions, non-availability of goods or personnel or any other cause whatsoever beyond the Company’s control
21.01The Customer shall not assign any benefit under the Contract without the consent in writing of the Company, which may be given on such terms as to guarantee or indemnity or otherwise as the Company thinks fit.
22.01 Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by telex, telegram or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the order or such other address as the party may by notice to the other have substituted therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
23. PROPER LAW
23.01 The Contract shall be governed by and interpreted in accordance with English Law, and the Customer submits to the jurisdiction of the High Court of Justice in England, but the Company may enforce the Contract in any court of competent jurisdiction.