R T QUAIFE ENGINEERING LIMITED STANDARD CONDITIONS OF SALE
The attention of Buyers outside England & Wales is drawn to Clause 13 concerning jurisdiction
1.1 Seller R.T. Quaife Engineering Limited, Vestry Road, Otford, Sevenoaks, Kent, TN14 5EL, England. Tel +44 (0) 1732 741144 email firstname.lastname@example.org . Registered in England Company No. 853413. Registered office as above.
1.2 Buyer The person who buys or agrees to buy the goods from Seller.
1.3 Conditions The terms and conditions of sale set out in this document and any special terms and conditions specifically agreed in writing by Seller.
1.4 Delivery Date The date specified by Seller when Goods are to be delivered.
1.5 Delivery Expenses The costs of delivery packaging and Insurance agreed to be borne by Buyer.
1.6 Delivery Note Seller’s delivery note despatched with the Goods.
1.7 Goods Automotive components and ancillary materials which Buyer agrees to buy from Seller.
1.8 Order Acknowledgment Seller’s Order acknowledgment.
1.9 Price The Price for the goods excluding carriage, packing, insurance and VAT.. [Customers in the European Union will have VAT added at the rate prevailing from time to time in the UK to the Price and any additional sums due to the Seller – Alternatively overseas EU buyers may supply domestic VAT registration numbers with orders.]
2.0 Conditions applicable
2.1 These conditions shall apply to all contracts for the sale of Goods by Seller to Buyer to the exclusion of all other terms and conditions including any terms or conditions which Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by Buyer to buy Goods pursuant to these Conditions.
2.3 Buyer accepts that transmission of a signed Order Acknowledgement or delivery note to Buyer and acceptance of delivery of Goods by Buyer shall be deemed conclusive evidence of Buyer’s acceptance of these terms.
2.4 Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Seller.
3.0 The Price and Payment
3.1 The Price shall be the price stipulated in Seller’s published price list current at the date of Order Acknowledgment. The Price is payable in £ Sterling unless stated otherwise in the Order Acknowledgment. Any variation in Price between the date of the Order and Order Acknowledgement will be drawn to Buyer’s attention. Prices are stated exclusive of VAT.
3.2 Payment of the Price and VAT if payable shall be made on or within 30 days with an approved trading account immediately after the date on which Seller’s invoice is issued. Without an approved trading account payment is due within 7 days of the invoice date.
3.3 Interest on overdue invoices shall accrue from the last date when payment is due from day to day until the date of payment in full at a rate of the greater of 4% above Natwest Bank Plc’s base rate from time to time in force or the then current judgment interest rate of the English High Court.
3.4 Seller reserves the right to suspend or cancel deliveries of any articles or to require full or partial payment of the Price of the Goods prior to delivery or provision of security for payment by Buyer in a form acceptable to the Seller.
4.0 The Goods
4.1 The quantity and description of the Goods shall be as set out in Seller’s Order Acknowledgement or (as the case may be) Delivery Note.
4.2 The Goods shall be manufactured and supplied in accordance with the description contained in Seller’s specification, and which Seller may from time to time change.
5.0 Warranties and Liability
5.1 Seller warrants that the Goods will at the time of delivery correspond to the description previously given by Seller.
5.1.1 In relation to Goods supplied for use in competition, trialling or other motorsports applications (“competition”), such use is acknowledged by every Buyer as being experimental in nature as such use may involve exceptional and unpredictable loadings. Buyer accepts that Buyer will be solely responsible for ensuring safe use of the Goods in the application intended by Buyer.
5.1.2 Except where Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, satisfactory quality or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.1.3 If Buyer is a consumer Seller hereby excludes all liability to Buyer except in relation to death or personal injury caused or contributed to by the negligent act or omission of Seller.
5.2 Seller shall keep trade Buyers fully indemnified against any claim against them arising by reason of any injury, loss or damage (other than the trade Buyer’s or any third party trader’s indirect loss or loss of profits or other economic loss of whatever nature) to persons or property caused or contributed to by Seller’s negligence except to the extent that death damage or personal injury was caused or contributed to by the negligent act or omissions of such Buyer and or persons claiming through Buyer and or which occurs in competition.
5.3 In the absence of any fraudulent misrepresentation by Seller, Seller shall not be liable at all to Buyer for any indirect loss and/or expense (including loss of profit) suffered by Buyer arising from Seller’s breach of contract.
5.4 Save as provided under Clause 5.1.2 above Seller’s liability to Buyer or anyone claiming through Buyer shall not exceed the Price of the Goods.
6.0 Delivery of the Goods
6.1 Delivery of the Goods shall be made to Buyer’s address on or before the Delivery Date.
6.2 Seller shall arrange for carriage of the Goods to Buyer’s address unless otherwise agreed with Seller. All Goods will be at the Buyer’s risk from the moment the Goods are collected from Seller’s premises.
6.3 Seller shall not be liable for any loss or damage whatsoever due to failure by Seller to deliver the Goods promptly or, if prevented by events beyond Seller’s reasonable control, at all.
6.4 Notwithstanding that Seller may have delayed or failed to deliver the Goods promptly Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
7.0 Acceptance of Goods
7.1 If Goods delivered by Seller do not match their description Buyer may reject them.
7.2 Subject only to Paragraph 8.7 Buyer shall be deemed to have accepted the Goods 7 days after delivery to Buyer.
7.3 After acceptance and subject only to Clause 8.6 below Buyer shall not be entitled to reject Goods which are not in accordance with the contract
8.0 Returned Goods
8.1 A full refund or exchange will be made by Seller provided that:
8.2 Buyer notifies the Seller within 7 days of receipt of goods specifying the reason for the return together with the Delivery note number; and
8.3 The goods are received undamaged, unsoiled and where applicable in their original packaging; and
8.4 The goods were not bought or made to special order or modified for specific application; and
8.5 All costs of returning the goods shall be borne by the Buyer; and
8.6 Any credit or refund will be based on the Price and shall be subject to a 20% handling charge of the price.
8.7 DISTANCE SELLING (DIRECTIVE 2011/83/EU) – CANCELLATION OF SALES BY CONSUMERS RESIDENT IN THE EEA
8.7.1 A consumer Buyer resident in the European Economic Area who buys Goods through Seller’s website, and which are not customised to a consumer Buyer’s Order, may cancel :-
8.7.2 (a) the sale for any reason before delivery and any payments already made by such consumer Buyer shall be refunded in full within 14 days of receipt of notice of cancellation; or (b) the sale (i) after collection by or on behalf of the consumer Buyer or (ii) following the consumer Buyer’s receipt of the Goods or delivery to an address specified by the consumer Buyer by writing within 14 days to the address specified in Clause 1.1 above or by email at email@example.com or by fax No +44 (0) 1732 741555.
8.7.3 Goods must be returned unused to arrive at Seller within 28 days of cancellation in the original packaging and should be adequately insured during the return journey. Such consumer Buyer will receive within 14 days following Seller’s receipt of the returned Goods a refund of all monies then paid for the Goods (including outward insurance and outward delivery charges, if any). If the consumer Buyer fails to return the Goods following cancellation, Seller may deduct or withhold the cost of recovering the Goods from the consumer Buyer’s refund up to the total Price outward delivery charges and insurance.
8.7.4 The consumer Buyer must take care of the Goods until they have been returned to or recovered by Seller. Goods must bear all security tags intact when returned. If tags are removed or Goods damaged whilst in the charge of or transit from the consumer Buyer the consumer Buyer will be deemed to have damaged the Goods and Seller will be entitled to reclaim its losses and costs of recovery. 8.7.5 All cancellation notices and Goods being returned must be accompanied by the original Delivery Note number.
9.0 Risk and Retention of Property
9.7 The Goods shall be at Buyer’s risk as from delivery.
9.8 Where Goods have not been paid for in full on or in advance of delivery even though delivery has occurred property in such Goods shall not pass from Seller until and unless Buyer shall have paid the Price plus VAT if any in full and no other sums whatever shall be due from Buyer to Seller.
9.9 Until property in Goods passes to Buyer as per Clause 9.2, Buyer shall hold such Goods as Bailee for Seller and unless or until they are dealt with as in Clause 9.4 below Buyer at its sole cost shall store such Goods marked and identified as Seller’s property separately from all other goods in Buyer’s possession.
9.10 Notwithstanding that such Goods (or any of them) remain Seller’s property, Buyer may sell or use such Goods in the ordinary course of Buyer’s business at full market value for the account of Seller. As between Buyer and any third party, any such sale or dealing shall be a sale or use of Seller’s property by Buyer on Buyer’s own behalf and Buyer shall deal as principal when making such sales or dealings. Until property in such Goods passes from Seller the entire proceeds of sale or otherwise of such Goods shall be held in trust for Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Seller’s money.
9.11 Seller shall be entitled to recover the Price (plus VAT and Delivery Expenses) notwithstanding that property in any such Goods has not passed from Seller.
9.12 Until such time as property in such Goods passes from Seller after the due date for payment for the same has elapsed, Buyer shall upon request deliver up to Seller any such Goods as have not been sold on or incorporated in other goods sold on. If Buyer fails to do so Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
10.0 Remedies of Buyer
10.7 If Buyer has a complaint about any of Seller’s Goods Buyer should first contact Seller at firstname.lastname@example.org quoting Delivery Note number, Goods i/d number + “Complaint”. Seller will investigate and endeavour to answer the complaint within a reasonable time.
10.8 Where Buyer is entitled to and does reject any Goods Buyer shall be entitled at Seller’s election to a replacement or a refund up to the full Price of the rejected Goods but it shall have no further rights whatever in respect of the supply to Buyer of such Goods or Seller’s breach of contract giving rise to the right of rejection.
10.9 Where Buyer accepts or has been deemed to have accepted any Goods under these terms then Seller shall have no liability whatever to the Buyer in respect of those Goods beyond the provision of Clause 5 above.
11.0 Intellectual Property
11.7 The specification and designs of the Goods (including any resulting modifications to the Goods) including the copyright, design right industrial property and other intellectual property rights of whatever nature throughout the world are the property of and reserved to Seller.
11.8 Buyer warrants that any designs or specifications provided by Buyer for Seller’s use in manufacturing and supplying bespoke Goods will not infringe the rights of any third party and that Seller is permitted to use the same.
12.0 Force Majeure
Seller shall have no liability in respect of any failure or delay in fulfilling its obligations to the extent that fulfilment is prevented, frustrated impeded and/or delayed as a consequence of any circumstance or event beyond the Seller’s reasonable control.
13.0 Proper Law of Contract
This agreement is subject to the Law of England and Wales and the English Courts have sole jurisdiction of all claims touching and concerning any Goods or these terms subject only to the rights of EU resident consumers.