TERMS OF SALE
1. Interpretation
1.1 In these terms:-
Buyer means the person who accepts the seller s written quotation for the sale of the goods or whose written order for the goods is accepted by the seller:
Goods mean the goods (including any instalment of the goods any parts for them) which the seller is to supply in accordance with these terms;
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the buyer and the seller; “writing “ and any similar expression , includes facsimile transmission and comparable mans of communication, but not electronic mail.
1.2 A reference in these terms to a provision of a statute shall be construed as a reference to that provision as amended, re- enacted or extended at the relevant time.
1.3 The headings in these terms are for convenience only and shall not affect their interpretation.
2. Basis Of The Sale
2.1 The seller shall sell and the buyer shall purchase the goods in accordance with the seller’s written quotation (if accepted by the buyer) or the buyer’s written order (if accepted by the seller), subject in either case to these terms which shall govern the contract to the exclusion of any such order is made or purported to be made, by the buyer.
2.2 No variation to these terms shall be binding unless agreed in writing between the authorised representatives of the buyer and the seller.
2.3 The seller’s employees or agents are not authorised to make any Representations concerning the goods unless confirmed by the seller in writing. In entering into the contact the buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these terms affects the liability of either party for fraudulent misrepresentation.
2.4 Any advice or recommendation given by the seller or its employees or agents to the buyer or its employees or agents to the buyer or its employees or agents as to the storage, application or use of the goods which is not confirmed in writhing by the seller is followed or acted on entirely at the buyer’s own risk, and accordingly the seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical clerical or other error or omission in any sales literature, quotation, price list, and acceptance of off er, invoice or other document or information issued by the seller shall be subject to correction without any liability on the part of the seller.
3. Orders and Specifications.
3.1 No order submitted by the buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the seller’s authorised representative.
3.2 The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order (including any applicable Specifications) submitted by the buyer, and for giving the seller any necessary information relating to the goods within a sufficient time to enable the seller to perform the contract in accordance With its terms.
3.3 The quantity quality and description of the goods and any specification for them shall be as set out in the seller quotation (if accepted by the buyer) or the buyer’s order (if accepted by the seller).
3.4 The seller reserves the right to make any change in the specification of the goods which are required to conform with any applicable statutory or requirements or which do not materially affect their quality or performance.
3.5 No order which has been accepted by the seller may be cancelled by the buyer except with the agreement in 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 result of cancellation.
4. Price Of The Goods
4.1 The price of the goods shall be the seller’s quoted price or , where no price has been quoted (or a quoted price is no longer valid), the price listed in the seller, published price list current at the date of acceptance e of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the buyer, after which time they may be altered by the seller without giving notice to the buyer.
4.2 The seller reserves the right , by giving written notice to the buyer at any time before delivery, 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 (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specifications for the goods which is requested by the buyer , or any delay caused by any instructions of the buyer or failure of the buyer to give the seller adequate information or instructions.
4.3 Except as otherwise stated in the seller’s written quotation or in any price List of the seller , and unless otherwise agreed in writing between the buyer and the seller all prices are given by the seller on an ex works basis, and where the seller agrees to deliver the goods otherwise than at the seller’s premises, the buyer shall be liable to pay the seller’s charges tor transport , packing and insurance.
4.4 The price is exclusive of any applicable value added tax, which the buyer.
5. Terms of Payment
5.1 Subject to any special terms agreed in writing between the buyer and the seller , the seller may invoice the buyer for the price of the goods on or at any time after delivery of the goods, unless the goods are to be collected by the buyer or the buyer wrongfully fails to take delivery of the goods in which event the seller shall be entitled to invoice the buyer for the price at any time after the seller has notified the buyer that the goods are ready for collection or ( as the case may be ) the seller has tendered delivery of the goods.
5.2 The buyer shall pay the price of the goods without deduction or set off within 30 Days of the date of seller’s invoice and the seller shall be entitled to recover the price , notwithstanding that delivery may not have taken place and property in the goods has not passed to the buyer . The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only on request.
5.3 If the buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the seller, the seller may;-
• Cancel the contract or suspend any further deliveries the buyer
• 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) as the seller may think fit (notwithstanding any purported appropriation by the buyer)
• Charge the buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above HSBC bank PLC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest), both before and after judgment;
• And all sums owe by the buyer to the seller shall become immediately due and payable.
6. Delivery
6.1 Delivery of the goods shall be made by the buyer collecting the goods at the seller’s premises at any time after the seller has notified the buyer that the goods are ready for collection or , if some other place for delivery is agreed by the seller , by the seller delivering the goods to that place.
6.2 Any dates quoted for delivery of the goods are approximate only and the seller shall not be liable for any delay in delivery of the goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the seller in writing. The goods may be delivered by the seller in advance of the quoted delivery date on giving reasonable notice to the buyer.
6.3 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the seller to deliver any one or more of the instalments in accordance with these terms or any claim by the buyer in respect of any one or more instalments shall not entitle the buyer to treat the contract as a whole as repudiated.
6.4 If the seller fails to deliver the goods (or any instalment for any reason other than any cause beyond the seller’s reasonable control or the buyer’s fault, and the seller is accordingly liable to the buyer, the seller’s liability shall be limited to the excess (if any) of the cost to the buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
6.5 If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the buyer’s reasonable control or by reason of the seller’s fault0 then without limiting any other right or remedy available to the seller , the seller may\;
• Store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage; or
• Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the price under the contract or charge the buyer for any shortfall below the price under the contract.
7. Risk and Property
7.1 Risk of damage to or loss of the goods shall pass to the buyer:
• In the case of goods to be delivered at the seller’s premises, at the time when the seller notifies the buyer that the goods are available for collection; or
• In the case of goods to be delivered at the seller’s premises, at the time of the goods being made available for collection by a courier and the buyer shall affect its own insurance in respect of all goods in transit.
7.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these terms, the property in 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 all other goods agreed to be sold by the seller to the buyer for which payment is then due.
7.3 Until such time as the property in the goods passes to the buyer, the buyer shall hold the goods as the seller’s fi duciary agent and bailed, and shall keep the goods separate from those of the buyer and third parties and properly stored, protected and insured and identified as the seller’s property but the buyer may resell or use the goods in the ordinary course of its business.
7.4 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 may at any time require the buyer to deliver up the goods to the seller and, if the buyer fails to do so forthwith, enter on any premises of the buyer of any third party where the goods are stored and repossess the goods.
7.5 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all moneys owing by the buyer to the seller shall (without limiting any other right or remedy of the seller) forthwith be come due and payable.
8. Warranties and liability
8.1 Subject to the following provisions, the seller warrants that the goods will correspond with their specification and be free from defects in material a workmanship at the time of delivery.
8.2 The above warranty is given by the seller subject to the following conditions:
• The seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the seller’s instructions (whether oral or in writing) damage in transit, misuse or alteration or repair of the goods without the seller’s approval;
• The seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the price for any goods supplied to the buyer is outstanding;
8.3 Subject as expressly provided in these terms, and except where the goods are sold to a person dealing as consumer, all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the goods are sold under a consumer transaction (as defined by the consumer transaction (restrictions on statements) order 1976) the statutory right of the buyer are not affected by these terms.
8.5 A 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 five days from the date of delivery. If delivery is not refused, and the buyer does not notify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have 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.
8.6 Where a valid claim in respect of any of the goods which is based on a defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these terms, the seller may replace the goods (or the part in question free of charge or, at the seller’ s sole discretion, refund to the buyer the price of the goods ( or a proportionate part of the price), in which case the seller shall have no further liability to the buyer.
8.7 Except in respect of death or personal injury caused by the seller’s negligence, or liability for defective products under the consumer protection act 1987 the seller shall not be liable to the buyer by reason of any representation ( unless fraudulent ), or any implied warranty , condition or other term, or any duty at indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever ( whether cause by the negligence of the seller its employees or agents or otherwise ) which arise out
or in connection with the supply of the goods (including any delay in supplying or any failure to supply the goods in accordance with the contract or at all) or their use or resale by the buyer and entire liability of the seller under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these terms.
8.8 The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the seller’s obligations in relation to the goods , if the delay or failure was due to any cause beyond the seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the seller’s reasonable control:
• Act of god, explosion, flood, tempest, fi re or accident;
• War or threat of war , sabotage, insurrection, civil disturbance or requisition :
• Acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part on any governmental, parliamentary or local authority;
• Import or export regulations or embargoes;
• Strikes, lock-out s or other industrial actions or trade disputes (whether involving employees of the seller or of a third party);
• Difficulties in obtaining the goods, labour, fuel, parts or machinery;
• Power failure or breakdown in machinery.
9. Insolvency of Buyer
9.1 This clause 9 applies if:
• The buyer makes a composition or voluntary arrangement its creditors or ( being an individual or firm ) becomes bankrupt or ( being a company) enters administration or goes into liquidation ( otherwise than for the purposes of amalgamation or reconstruction) , or a moratorium comes into force in aspect of the buyer.
• An encumbrance takes possession, or receiver is appointed, of any of the property or assets of the buyer; or
• The buyer ceases, or threatens to cease, to carry o business; or
• The seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer and notifies the buyer accordingly.
9.2 If this clause applies then, without limiting any other right or remedy available to the seller, the seller may cancel the contract or suspend any further deliveries under the contract without any liability to the buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. General
10.1 A notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of the contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity6 or the other provisions of the contract and the remainder of the provision in question shall not be affected.
10.4 The contract shall be governed by the laws of England, and the buyer agrees to submit to the exclusive jurisdiction of the English courts.
11. Specification and information
11.1 If goods are made to a specification, instruction or design supplied by the customer or any third party on behalf of customer then
• The suitability and accuracy of that specification, instruction or design will be customer’s responsibility.
• The customer will indemnify the company against infringement of any patent, design right, registered design , trademark, trade name, copy right or other intellectual property right and any loss damage or expense it may occur because of any such infringement or alleged infringement in any country and
• The customer will indemnify the company against any loss, damage or expense in respect of any liability arising under the consumer protection act 1987 by reason of the specification or design of the goods.
11.2 The company reserves the tight to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirements. Where the goods are to be supplied to the customer’s specification the company reserves the right to make any changes in the specification of the goods which do not materially affect the quality or performance of the goods.
11.3 The customer warrants that it will pass on to all third parties to whom it may supply the goods all information as to the use and safe handling of the goods which has been provide to customer by the company.
12. International Supply Contracts
Title
In the case of international supply contracts property in the goods will pass to the customer upon delivery.
13. Intellectual Property Right
13.1 Unless otherwise agreed in writing by the company all copyright , unregistered design rights, registered design or other intellectual property rights in any design, drawing or other documentation produced by or behalf of the company shall vest in the company and such designs, drawing or other documentations may not be used without the company’s prior written consent.
13.2 Please note that all o.e part numbers, description of any sort sates replica mentioned on to the catalogue or on price list or any other marketing pamphlets, brochures, or any other source of marketing media in only given for the reference use only, which helps customer’s to identify the product with an ease, it is nothing to do with copying any product or brand name and is nothing to do with infringement of the trademark, copyright, registered design or any other intellectual property right. The products that are sold
are only reproductions and are use only as the replacement parts, they might fi t on to the motorcycle , car or any other machine, gadget but it does not hold any liability to the supplier whether it would fi t or not or any other liability.
13.3 Guarantee on all prices means that at any time buyer won’t put the prices down than that of its purchase price, and it is the seller’s discretion, that till how much amount he can slash the price or can give a discount on certain products or on whole range of products to buyer.
13.4 The seller would not be liable .or would pay any charges, or any other charges related to the exchange of goods for example the charge or postage/courier or packaging charges. All the charges the buyer has to borne if they have to return the goods. The goods have to be sent at the trading address of seller.
13.5 The discount structure is only valid till certain period of time or specified in writing. Discount structure can be valid from buyer to buyer .it is seller discretion.
