CLEVER TREVOR TERMS AND CONDITIONS OF SALE
1. Interpretation
1.1 in these conditions:
'Buyer' means the person who accepts a quotation from the Seller for the sale of Goods or whose order for Goods is accepted by the Seller.
'Conditions' means these standard terms and conditions of sale.
'Contract' means the Contract for the purchase and sale of the goods.
'Goods' means the Goods(including any instalment of the Goods or any part for them) which the Seller is to supply in accordance with these conditions
'Seller' means Clever Trevor of Whitestones, 1b Ridge Close, Hendon, LONDON, NW4 1ER.
'Writing' includes telex, cable, facsimile and electronic transmission, and comparable means of communication.
1.2 Any reference in these Terms and Conditions to any provision of statute shall
be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
2. Basis Of The Sale
2.1 The Seller shall sell and the Buyer shall purchase Goods in accordance with any quotation of the Seller which is accepted by the Buyer or any order of the Buyer which is accepted by the Seller subject in either case to these Conditions which shall govern the Contract to the exclusion of any other Terms and Conditions. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.2 Any typographical clerical or other error or omission in any quotation, price list, acceptance of offer, invoice or other documents or information issued by the Seller may be corrected by the Seller without any liability on the part of the Seller.
3. Orders and Specifications
3.1 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order(if accepted by the Seller).
3.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer (“the Services”) the Buyer shall indemnify the Seller against all loss, damages or costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.
3.3 The Seller reserves the right to make any changes in the specification of the Goods or manner of delivery of the Services which are required to conform with any applicable statutory or regulatory requirements.
3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement I writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4. Price of the Goods/Services
4.1 The price of Goods shall be the Sellers quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller's price list current at the date of despatch of the Goods. All prices, quotations or estimates are subject to alteration without notice.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery of the Goods to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller.
4.3 Where the Seller agrees to deliver the Goods other than at the Seller's premises the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay the Seller.
5. Terms of Payment
5.1 The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after acceptance of order.
5.2 The Buyer shall pay the price of the Goods in cleared funds on delivery
5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right remedy available to the Seller the Seller shall be entitled to:
5.3.1 cancel the contract or suspend further deliveries of Goods.
5.3.2 appropriate any payment made by the Buyer to such of the Goods(or the Goods supplied under any other Contract between the Buyer and the Seller) provided as the Seller may think fit (not withstanding any purported appropriation by the Buyer); and/or
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 2% per annum above the current HSBC Bank base rate from time to time until payment is made in full ( a part month being counted as a whole month for the purposes of calculating interest).
6. Delivery
6.1 Delivery of the Goods shall be made by the Seller at premises specified by the Buyer.
6.2 Any dates quoted for delivery of the Goods or provision of the Services are approximate only and the Seller shall not be liable for any delay in delivery of the Goods or provision of the Service however caused.
6.3 The Seller shall not be liable for any loss, direct or indirect incurred by the Buyer as a result of any delay in delivery or a failure to deliver.
6.4 Partial loss or damage to a delivery of the Goods must be notified within 3 days of delivery. Non-delivery must be notified within 14 days of the date of despatch to both the Seller and any carrier.
7. Export Sales
7.1 Notwithstanding the provisions of Conditions 5, 6 and 8 herof:
7.1.1 in any case where goods are sold CIF or FOB or on the basis of other international trade term the meaning of such term contained in incoterms as raised from time to time shall apply except where inconsistent with any of the provisions contained within these Conditions in which case these Conditions shall prevail.
7.1.2 unless otherwise agreed the price for the goods shall be paid prior to the delivery.
7.1.3 should the Buyer fail when requested by the Seller and within the time specified by the Seller to take any action necessary on its part for delivery and/or shipment of the Goods then:
7.1.3.1 the Seller shall be entitled by way of delivery to store the goods in a warehouse at the expense and risk of the Buyer;
7.1.3.2 the price shall become immediately payable;
7.1.3.3 if payment is secured by letter of credit the Seller shall be entitled to payment on presentation of the copy sales invoice and warehouse receipt; and
7.1.3.4 the Seller shall be entitled after the expiration of 3 months from the upon which the price became payable to dispose of the goods in such manner as the Seller may determine without accounting to the Buyer therefore.
7.1.4 Section 32(2) of the sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer the notice specified in Section 32(3) of that Act.
7.2 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall apply.
8. Risk and Property
8.1 Risk of damage or loss of the Goods shall pass to the Buyer:
8.1.1 in the case of Goods to be delivered to the Seller's premises at the time when the Seller notifies the Buyer that the Goods are available fro collection; or
8.1.2 in the case of Goods being delivered otherwise than at the Seller's premises (delivery by the Seller) at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods at the time the Seller has tendered delivery of the Goods; or
8.1.3 in the case of Goods delivered by an independent carrier (not being an employee of the Seller) at the time the Seller has tendered the Goods to the carrier; or
8.2 The property of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and/or all other Goods or Services agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods at the Buyers expense. A hire charge at the Seller's current rate may be levied for the period the Goods were in the Buyer's possession.
9. Warranties and Liabilities
9.1 Subject to the conditions set out below the Seller warrants that the Seller's Goods will correspond with their specification and will be free from defects in materials and workmanship at the time of delivery.
9.2 The above warranty is given by the Seller subject to the following conditions:
9.2.1 the Seller shall have no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal operating conditions, failure to follow the Seller's or manufacturers instructions (including without limitation, failure to follow any instruction regarding the installation, connection or maintenance of the Goods) or misuse of the Seller's Goods without the Sellers approval.
9.2.2 the Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
9.2.3 the Seller shall be under no liability under the above warranty (or any other
warranty condition or guarantee) if the Seller's Goods have been altered or repaired in any manner outside of the Seller''s premises.
9.2.4 the Seller shall be under no liability in respect of any defect arising from use of the Seller's Goods in racing conditions or modifications made to them.
9.3 The Seller shall be under no liability under brands other than the Seller's or any unbranded Goods not of the Seller's manufacture. Such Goods are sold subject to the conditions and guarantee (if any) of the manufacturer.
9.4 Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law, and the Seller shall not accept any liability for consequential loss.
9.5 Where the Goods are sold under a consumer transaction as defined by the Consumer Transactions (Restrictions on Statements)(Order 1976) the statutory rights of the Buyer are affected by these Conditions.
9.6 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days of the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not (except in respect of a defect or failure not apparent on reasonable inspection) be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.7 Where the Buyer wishes to make any claim in respect of any of the Seller's Goods which is based on any defect in the quality or condition of the Seller's Goods or their failure to meet specification is notified to the Seller, the Buyer must return the Seller's Goods to the Seller's premises within 30 days of delivery (failure to do so will render any claim invalid) carriage paid. If the Seller accepts the claim the Seller shall be entitled to replace the Seller's Goods free of charge or at the Seller's discretion refund to the Buyer the price of the Seller's Goods but eh Seller shall have no further liability to the Buyer. Any Seller's Goods made to special order may not be returned unless defective.
9.8 The Seller may at its sole discretion accept return of Goods for credit provided:
9.8.1 a handling charge of 20% may be levied at the Seller's sole discretion.
9.8.2 the goods are returned to the Seller, carriage paid, in resalable condition.
9.9 Except in respect of death or personal injury caused by the Seller's negligence the Seller shall not be liable to the Buyer by reason of any representation (except fraudulent) or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer or the provision of the Services and the entire liability of the Seller under or in connection with the contract shall not exceed the price of the Goods or relevant Services except as expressly provided in these conditions.
9.10 the Seller shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of delay in performing any of the Seller's obligations in relation to the Goods or provision of the Services if the delay or failure was due to any cause beyond the Seller's reasonable control.
10. Insolvency of Buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or:
10.1.2 an encumbrancer takes possession or a receiver or administrative receiver is appointed over any of the property or assets of the Buyer or:
10.1.3 the Buyer ceases or threatens to cease to carry on business or:
10.1.4 the Seller reasonably apprehends any of the above events is about to occur to the Buyer and notifies the Buyer accordingly, or suffers any action analogous to any of the foregoing events.
10.2 if this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price of the Goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. Specification
Any performance details given by the Seller are based on our experience and are such as we expect to obtain on test or as notified to the manufacturer of the Goods. The Buyer assumes the responsibility for the capacity and performance of the Goods being sufficient and suitable for the Buyer's purposes. The Buyer is a additionally responsible for the correct fitment, installation and servicing of the Goods.
12. General
12.1 Neither party may assign, charge or sub contract this Agreement or any part of it without the other's prior written consent.
12.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principle place of business or last known address.
12.3 no waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach or same or any other provision.
12.4 if any provision of these Conditions held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
12.5 the Contract shall be governed by the Laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
12.6 It is the responsibility of the Buyer to ensure that the Goods ordered meet with all local requirements specific to the country they are to be used in, including without limitation all applicable local laws and regulations. If the Goods do not meet with these requirements then they are sold for off road/racing use only and the Buyer is referred to clause 8.2.4 for the conditions relating to such use. Subject to clause 9.9 the Seller excludes all liability in respect of Goods sold outside the jurisdiction of England and Wales and the Buyer shall indemnify the Seller against any costs, claims, losses or expenses arising as a result of any failure by the Buyer to comply with the obligation of this clause.
12.7 All Goods in our price list were not manufactured by the original equipment manufacturers or under their supervision or control. The use of the manufacturers make and model details and part numbers remain the sole property of the manufacturer and are only used by us for cross reference purposes. No reproduction of any such make or model description, or any images contained within this price list shall be made without the prior written consent of the Seller.
12.8 After the Buyer has placed an order, unless the Buyer specifically instructs the Seller otherwise in writing, the Seller will be entitled to add the Buyer's details as provided on the order to it's database, and reserves the right to contact the Buyer with further marketing information. The Buyer's data will not be transferred to third parties.
12.9 Nothing in this Agreement shall confer any benefit or any right on any person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999.
