1.01In these conditions:-“theCompany” means “the Company” brief details of which appear overleaf. “theContract” means the contract made between the Company and the Customer for thesupply of the Goods and/or Services upon the terms set out herein.
“theCustomer” means the company, firm or other body corporate contracting with theCompany 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 Customerunder the Contract. “the Vehicle” means any vehicle in respect of whichServices are to be supplied.
2.01 All quotations are given and all orders are accepted on these terms, whichsupersede any other terms appearing in the Company’s catalogues or elsewhere,and shall override and exclude any other terms stipulated or incorporated orreferred to by the Customer, whether in the order or in any negotiations orconsultations, or in any course of dealing established between the Company andthe Customer. 2.02 The Customer acknowledges that there are no representationsoutside these terms which have induced it to enter into the Contract and theseterms and those on the face hereof shall constitute the entire understandingbetween the parties for supply of the Goods and/or the Services under theContract. 2.03 No modification of these terms shall be effective unless made byan express written agreement between the parties. The signing by the Company ofany of the Customer’s documentation shall not imply any modification of theseterms. 2.04 The Contract shall not be concluded until the Company has confirmedits acceptance of its order to the Customer in writing.
3.01Quotations are subject to withdrawal at any time before the conclusion of theContract.
4.01All descriptions and illustrations contained in the Company’s catalogues, pricelists and advertisements or otherwise communicated to the Customer are intendedmerely 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.
5.01All Goods and Services are supplied pursuant to or in connection withspecifications, data and documents supplied or approved by the Customer. It isthe responsibility of the Customer to ensure that all such specifications, dataand documents are accurate. The Company accepts no responsibility for theaccuracy of such specifications, data or documents or for any defects in theGoods, the Services or any Vehicle consequent upon any inaccuracies in suchspecifications, 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 suitabilityof the Goods or Services for its needs, including but not limited to thelegality 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 partthereof which are not so suitable. 5.03 The Company makes no warranty, expressor implied in connection with any technical advice or recommendation made by itto the Customer. 5.04 It is the responsibility of the Customer to satisfyitself that the manufacture of the Goods or supply of the Services will notinfringe any patent registered design, trademark, copyright or other similarobject and the Customer undertakes to keep the Company indemnified againstall charges, penalties, damages, claims, costs and expenses for which theCompany may become liable as a result of the manufacture of the Goods orthe provision of the Services by the Company which involves such aninfringement. 5.05 All patents, registered designs, trademarks, copyright orsimilar rights appearing in, existing in, created by. or arising out of themanufacture of the Goods or performance of the Services by the Company shallbelong to the Company absolutely.
6.01Subject to the provisions of Clause 6.02, prices for the Goods and Services shallbe those set out in the Contract and shall not, unless otherwise specified bythe Company in writing, include delivery, packing, or loading. 6.02 The Companyreserves the right to increase the price of the Goods and Services beforedelivery: (i) in the event that there is an increase in the cost to !he Companyof 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 theCompany 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 orexpensive than was reasonably apparent to the Company’s representatives at thetime of the giving of the Company’s quotation for the Services.
7.01The Customer may not cancel the Contract without the consent of the Company,which may impose any conditions upon its consent at its discretion and consentshall in any event be deemed to be on the express condition that the Customershall indemnify the Company against all loss, damage, claims or actions arisingout of such cancellation and pay to the Company all sums due in respect of allwork undertaken and materials purchased under the Contract to the date ofcancellation but in any event not less than 25%. Upon cancellation the Companyshall be entitled to forfeit any monies paid to it by the Customer under theContract.
8.01Payment 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 accordancewith the terms of payment above, the Company shall at its discretion have theright to charge interest in respect of all or any outstanding sums from the duedate for payment until payment in full (including all interest due) is receivedby the Company and shall be payable at the rate of 3 per cent per annum overthe base lending rate for the lime being of Lloyds Bank PLC which shall accruefrom day to day.
8.03If payment is overdue in whole or in part the Company may (without prejudice toany of its other rights) serve written notice on the Customer that it willforthwith recover and re-sell all the Goods or any of the Goods and may enterupon the Customer’s premises for that purpose.
8.04 If the Company shall extendcredit in respect of any part of the Goods or Services it shall be withoutprejudice to its right to refuse to give up possession of any part of theGoods, or the Vehicle except against payment.
8.05 Where the Goods and Servicesare to be supplied or payment therefor is to be made by instalments the failureof the Customer to pay any instalment in due time shall entitle the Company totreat such-failure as a repudiation of the Contract by the Customer and torecover damages for any breach of the Contract.
8.06 If payment is overdue inwhole or in part then the whole of any amounts outstanding to the Company shallimmediately become payable whether or not such moneys would have been payableat that time but for the provisions of this sub-clause.
9.01In the case of any Contract which includes the supply of Services, the Companyshall have the right to refuse to give up possession of the Vehicle or anyother Goods which are the property of the Customer and are in the possession orcontrol of the Company until all sums due to the Company under the Contract orany other contract between the Customer and the Company have been paid.
10.01Ail dates for delivery of the Goods or performance of the Services are given ingood faith and based on information available to the Company at the time thatthey are given. The Company shall in no circumstances be liable to compensatethe Customer in damages or otherwise for late delivery of the Goods or lateperformance or of the Services or any of them for whatever reason or for anyloss consequential or otherwise arising therefrom. 10.02 The Company willnotify the Customer in writing that the Goods are ready for delivery or of thecompletion of the performance of the Services. The Customer shall collect theGoods or the Vehicle from the Company’s premises during normal business hourswithin 7 days from the dale of such notification. 10.03 Should the Customerfail to collect the Goods or the Vehicle within the period stipulated in thepreceding sub-clause, the Company may at its sole discretion elect to store thesame. All charges and costs arising from such storage shall be payable bythe Customer on the terms of Clause 8 above, 10.04 Should the Company beprevented from or hindered in delivering the Goods or Vehicle or performing theServices or any part thereof by reason of any cause beyond the Company’scontrol, the time for delivery or performance shall be extended by a periodequal to that during which the cause preventing or hindering delivery exists.10.05 Should the Company be prevented from delivering part of the Goods orperforming part of the Services by reason of any of the causes specified in thepreceding sub-clause, the Company shall deliver or perform and the Customershall take and pay for such part of the Goods and Services as the Company shallbe able to deliver or perform in accordance with the Contract. 10.06 Deliveryshall be doomed to take place upon the earlier of:- (i) the collection of theGoods or the Vehicle by the customer; and (ii) the expiry of the period of 7days 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 termsshall at all times remain in the Customer. 10.08 The Company shall not beliable for any less of any kind to the Customer arising from any damage to theGoods occurring after the risk has passed to the Customer howsoever caused, norshall any liability of the Customer to the Company be diminished orextinguished by reason of such loss. 10.09 The Company may at its option cancelor suspend (or suspend and later cancel) all further deliveries of Goods orperformance of Services under the Contract in the event of delay by theCustomer in making any payment due hereunder or under any other contractbetween the Company and the Customer, or in the event that the Customer, beinga natural person, shall die or become bankrupt, or, being a company shall enterinto liquidation or have a receiver or administrative receiver appointed of itsundertaking property or assets or any part thereof or shall enter or offer toenter into any agreement or composition with his or its creditors, or sufferthe presentation of a petition for the appointment of an administrator or inthe event that anything similar or analogous to any of the foregoing shalloccur under the laws of any jurisdiction in which the Customer is incorporated,resident or carries on business.
11.PASSING OF RISK AND PROPERTY
11.01Risk of loss or of damage to the Goods shall pass to the Customer at the timethe Goods are deemed delivered to the Customer. 11.02 Property in the Goodsshall not pass to the Customer until the whole of the price has been paid, anduntil payment the Customer shall hold the Goods as bailee for the Company andthe following provisions of this Clause 11 shall apply. 11.03 The whole of theprice shall not be treated as paid until any cheque, bill of exchange or otherinstrument of payment given by the Customer has been met on presentation orotherwise honoured in accordance with its terms. The Company may sue for thewhole of the price at any time after it has become payable. 11.04 Paymentsshall be applied to invoices in the order in which they were issued and toGoods in the order in which they are listed in invoices. 11.05 In the event ofany 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 theproceeds. 11.06 The trust declared in Clause 11.05 shall be void if and to theextent that a trust in like terms arises by operation of law in favour of theCompany. 11.07 The Customer shall not:- ï (a) pledge the, Goods or allow anylien to arise thereon; (b) deal with or dispose of the Goods or any interesttherein other than by a sale to an independent purchaser buying for full valuein the ordinary course of the Customer’s business; (c) hold itself out as theCompany’s agent in respect of the Goods.
12.INSPECTION OF GOODS
12.01The Customer shall inspect the Goods or the Vehicle immediately on deliverythereof and shall within seven days from such delivery give notice to theCompany of any matter or thing by reason whereof the Customer may allege thatthe Goods or Services are not in accordance with the Contract or are defectivein material or workmanship. If the Customer shall fail to give such notice theGoods the Vehicle or the Services shall be conclusively presumed to be in allrespects in accordance with the Contract and free from any defect which wouldbe apparent on reasonable examination of the Goods or the Vehicle and theCustomer shall be deemed to have accepted the Goods or the performance of theServices accordingly.
13.01The Company shall at its sole discretion repair or replace any Goods or partthereof of its manufacture which may prove defective due to defects in materialor manufacture but excluding defects which arise from wear and tear, incorrectinstallation, defects in design from any cause, abnormal conditions of working,accident, lack of proper maintenance or rewiring, misuse or neglect providedthat: (a) notice in writing of such defect is given to the Company within 12months 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 withall other obligations upon it under the Contract. In the case of the Goods notof the Company’s manufacture, the Company undertake to use reasonable endeavoursto require the manufacturers of such Goods to carry out their guarantee orother legal obligations in respect of such defects or faults. (c) The Customerwherever practical must return the product to the Lynton Dealer from whom itwas purchased. In special circumstances however, it may be necessary to returnthe unit to the factory.
14.LIMITATION OF LIABILITY
14.01These terms set out the Company’s entire liability in respect of the Goods andServices, and the Company’s liability under these terms shall be in lieu and tothe exclusion of all other warranties. conditions, terms and liabilitiesexpress or implied statutory or otherwise in respect of the quality of theGoods or Services or otherwise howsoever except any implied by law or statuteand which by law or statute cannot be excluded. Save as provided in these termsand except as aforesaid the Company shall not be under any liability, whetherin contract, tort or otherwise, in respect of defects in the Goods or Servicesor failure to correspond to specification or sample or for any injury, damageor loss resulting from such defects or from any work done in connectiontherewith,
15.SUPPLY OF INFORMATION
15.01Any information from the Customer necessary to enable the Company to proceedwith any order must be furnished within reasonable time and failure to furnishthe information to the Company within 14 days after written notice requiringthe same shall entitle the Company at its option to reschedule delivery and toamend the standard price to include any increases in the costs which may becaused by the delay on the part of the Customer.
16.01The Customer shall indemnify the Company in respect of all damage, injury orloss occurring to any person or property and against all actions, suits,claims, demands, charges or expenses in connection therewith arising from thecondition 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 bythe carelessness of the Customer or its servants or agents or by any breach bythe Customer of its obligations to the Company hereunder
17.01The Customer hereby waives any and all existing and future claims and set-offsagainst any payment due hereunder and agrees to pay such payments regardless,of any equity, set-off or cross claim the Customer may have against theCompany.
18.01No forbearance, indulgence, time or relaxation on the part of the Companygranted to the Customer in respect of any of these terms and conditions shallin any way affect, diminish, restrict or prejudice rights or powers of theCompany hereunder or operate as or be deemed to be a waiver of any breach bythe Customer of these terms and conditions
19.01In the event of any of the within written terms and conditions being determinedto be invalid, unlawful or unenforceable to any extent, such terms orconditions shall be severed from the body of the Contract and the remainder ofthe Contract shall continue to be valid and enforceable to the fullest extentpermitted by law.
20.01The Company shall be relieved of all liability otherwise arising under theseconditions to the extent that it shall be unable to carry out any of itsobligations hereunder by reason of wars, strikes, lockouts, governmentalcontrols or restrictions, non-availability of goods or personnel or any othercause whatsoever beyond the Company’s control
21.01The Customer shall not assign any benefit under the Contract without theconsent in writing of the Company, which may be given on such terms as toguarantee or indemnity or otherwise as the Company thinks fit.
22.01Any notice given under or pursuant to the Contract may be sent by hand or bypost or by registered post or by the recorded delivery service or transmittedby telex, telegram or other means of telecommunication resulting in the receiptof a written communication in permanent form and if so sent or transmitted tothe address of the party shown on the order or such other address as the partymay by notice to the other have substituted therefore shall be deemed validlyand effectively given on the day when in the ordinary course of the means oftransmission it would first be received by the addressee in normal businesshours.
23.01The Contract shall be governed by and interpreted in accordance with EnglishLaw, and the Customer submits to the jurisdiction of the High Court of Justicein England, but the Company may enforce the Contract in any court of competentjurisdiction.