1. APPLICATION
(A) Every offer, quotation, acceptance and contract for the sale
or supply of goods and services by VEHICLE AIR CONDITIONING PARTS
(“the Seller”) is subject to these terms to the exclusion
of any terms proposed or referred to by the Buyer. All orders
hereafter made by the Buyer shall be deemed to be made subject
to these terms.
(B) A contract (“the Contract”) for the sale of the Seller’s goods and services (“the Goods”) shall be concluded by the placing of an order oral or written by the Buyer or on delivery by Seller to the Buyer in accordance with these conditions.
(C) The Buyer acknowledges that there are no representations outside these terms which have induced it to enter into the Contract (which expression shall include any contract of which these terms form part).
(D) No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyer’s documentation shall not constitute a modification of these terms.
2. THE GOODS
(A) All descriptions and illustrations contained in the Seller’s
catalogues, price lists and advertisements or otherwise communicated
to the Buyer are intended to present a general idea of the Goods
described and shall not form any part of this contract.
(B) If a sample of the Goods has been exhibited to and inspected by the Buyer, it is hereby agreed that such sample was so exhibited and inspected solely to enable the Buyer to judge for itself the quality of the Goods and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the said sample or as to their quality condition or sufficiency for any purpose.
3. PRICES
Prices quoted are exclusive of VAT (unless otherwise stated).
All prices are subject to variation without notice to cover any
increase in costs incurred by the Seller up to the date of the
actual delivery or fitting of the Goods.
4. PAYMENT
(A) The Buyer will be invoiced by the Seller in respect of the
Goods, and the sums shown on an invoice will be due immediately
upon presentation of the invoice.
(B) Without prejudice to clause 4(C) below where the Goods are to be supplied and payment has been agreed by the parties to be made by instalments or by delayed payment to a credit account (such delayed payment not to exceed 30 days) then the failure of the Buyer to pay any instalment or to discharge the credit account in due time shall entitle the Seller to treat such failure as a repudiation of the whole Contract by the Buyer and to recover damages for such breach of Contract.
(C) Time of payment is of the essence of the Contract. If the invoice is not settled by the due date for payment the Seller reserves the right to charge interest on the outstanding balance at the rate of 2% monthly from the date payment is due until receipt of payment by the Seller or any part thereof.
5. DELIVERY
(A) Any delivery dates given are estimates only and the time of
delivery shall not be of the essence of the Contract. In no circumstances
shall the Seller be liable to compensate the Buyer in damages
or otherwise for non-delivery or late delivery of the Goods or
any of them for whatever reason or for any loss consequential
or otherwise arising therefrom.
(B) If the Seller is unable to deliver due to acts or omissions of third parties or by reason of industrial dispute, the time for delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased.
(C) Should the Seller be prevented from delivering part of the Goods for reasons covered by the preceding sub-clause, the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with the Contract.
(D) The Seller shall be entitled to deliver the Goods in one or more parts unless otherwise expressly agreed.
(E) If delivery of any item comprised in the Goods has not been made within reasonable time of the estimated delivery date, the Buyer shall be entitled to cancel its order in respect of that item, but the Seller shall in no circumstances be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising therefrom.
(F) The Seller shall not be liable for any loss of any kind to the Buyer arising from any damage to the Goods however caused arising after the risk has passed to the Buyer, nor shall any liability of the Buyer to the Seller be diminished or extinguished by reason of such loss.
(G) The Seller may at its option cancel or suspend (or suspend and later cancel) all further deliveries under the Contract if the Buyer fails to make any payment due hereunder or under any other Contract between the Seller and the Buyer, or if the Buyer, being an individual, shall die or become bankrupt, or, being a company shall enter into liquidation or have a 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 if events similar to the foregoing shall occur under the laws of any jurisdiction in which the Buyer is incorporated, resident or carries on business.
6. PASSING OF RISK AND TITLE
(A) Risk of loss of or damage to the Goods shall pass to the Customer
at the time of delivery of the Goods.
(B) i) The legal and beneficial ownership of the Goods shall not pass to the Buyer until payment in full of all sums due and owing by the Buyer to the Seller in respect of the Goods;
ii) Until such payment the Buyer shall hold the Goods as bailee for the Seller but shall have liberty to transfer the ownership of the Goods in the normal course of trading. Pending legal and beneficial ownership passing to the Buyer, the Buyer shall keep the Goods in good condition and in such manner that it can readily be identified as the property of the Seller. Proceeds of any sale of the Goods shall be paid into a separate Bank Account opened by the Buyer. Until payment the following provisions of this Clause shall apply.
(C) 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 Buyer has been met on presentation or otherwise honoured in accordance with the terms. The Seller may sue for the whole of the price at any time after it has become payable.
(D) The Seller shall be entitled at any time prior to due payment for the Goods to the immediate return of all the Goods sold by the Seller to the Buyer in which the legal and beneficial ownership has not passed to the Buyer, and the Buyer hereby authorised the Seller its servants or agents together with appropriate transport to recover the Goods and to enter any premises of the Buyer for that purpose. Demand for or recovery of the Goods by the Seller shall not in itself discharge either the Buyer’s liability to pay the whole of the price and take delivery of the Goods or the Seller’s rights to sue for the whole of the price of the Goods.
7. INSPECTION
(A) The Buyer shall inspect the Goods immediately on delivery
and shall within two days of delivery give written notice to the
Seller of any damage to or defect in material or workmanship in
the Goods or that the Goods delivered are not as stated on the
delivery note. If the Buyer fails to give such notice the Buyer
shall be deemed to have accepted the Goods. If the Buyer establishes
to the Seller’s reasonable satisfaction that the Goods are
so defective, the Buyer’s sole remedy in respect of non-accordance
or defects shall be limited as the Seller may elect to the replacement
of the Goods or refund of the purchase price against return of
the Goods. In the case of non-delivery of the Goods, the Buyer
shall inform the Seller in writing within seven days from the
date of the invoice for such Goods.
(B) In the event of the Buyer acquiring the Goods or part of the Goods from or through the Seller which the Seller has itself acquired in substantially the same form, or actually in the same form from a manufacturer (or his or its agent) whether such Goods are used by the Seller as a component part of a larger item ordered by the Buyer or not the liability of the Seller in respect of the Goods concerned shall not exceed the liability of the manufacturer (or his or its agent) to the Seller provided that any such liability by the Seller to the Buyer shall not exceed the purchase price of the Goods concerned and that such Goods are returned to the Seller and in any event the Seller may elect to replace the Goods concerned.
(C) These terms set out the Seller’s entire liability in respect of the Goods, and the Seller’s liability hereunder 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 or the fitness for any particular purpose of the Goods or otherwise (notwithstanding all liability in respect of which, howsoever arising, is expressly excluded) except any implied by law or statute and which by law or statute cannot be excluded. Save as provided in these terms the Seller shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Goods of failure to correspond to specification or sample for any injury, damage or loss resulting from such defects or from any work done in connection therewith.
8. INDEMNITY
The Buyer shall indemnify the Seller in respect of all damage,
injury or loss occurring to any person or property and against
all actions, claims, charges or expenses in connection therewith
arising from the condition or use of the Goods 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 Buyer or his servants
or agents or by any breach by the Buyer of its obligations to
the Seller.
9. ASSIGNMENT
The Buyer shall not assign any benefit under the Contract without
the Seller’s written consent, which may if given be on such
terms as the Seller thinks fit.
10. NOTICES
Any notice given under or pursuant to the Contract may be sent
by any means resulting in the receipt of a written communication
in permanent form and, if so sent to the address of a party shown
on the delivery note or such other address as a party may have
given for this purpose, shall be deemed received on the day when
in the ordinary course of the means of despatch it would first
be received by the addressee in normal business hours.
11. PROPER LAW
The Contract shall be governed by and interpreted in accordance
with English Law, and Buyer submits to the jurisdiction of the
High Court of Justice in England but Seller may enforce the Contract
in any court of competent jurisdiction.
12. SEVERANCE
These Conditions shall apply in so far as they are held to be
lawful and enforceable. Should any Condition or part of a Condition
be held to be unlawful or unenforceable then these Conditions
shall be read and construed as if such condition or part were
omitted.
The following are to be used to solve disputes only, and do not form any part of VACP's Terms and Conditions of Sale. ALL sales will be subject to VACP's Terms and Conditions of Sale, and any variance of the Terms and Conditions of Sale by VACP should be considered as an act of good faith and not an ongoing contract to continue the same.
1. PAYMENT:
Payment terms are immediate by cleared funds (i.e. Cash, Bankers
Draft, Credit Card, Bank Transfer or Pre-Cleared Cheque), unless
a Credit Account has been opened and approved by a director.
We reserve the right to add a surcharge, equal to the amount charged to VACP, to invoices if being paid by Credit Card or Cheque where VACP is charged for accepting and clearing the same.
2. CREDIT ACCOUNTS:
Unless otherwise stated in writing, all Credit Accounts are nett
and due for payment 30 days from date of invoice without reduction
or deferment on account of disputes or cross claims.
Time of payment is of the essence of the Contract to supply the goods or services and if the Purchaser fails to make payment in full on the due date, VACP will charge interest on any monies unpaid at the rate of 2 per cent per calendar month or part thereof (or at the rate set by government, whichever is higher), and will thus raise an invoice to the Purchaser in respect thereof.
Delayed payments to VACP will invalidate all and any warranties or liabilities, whether they are imposed by statute or otherwise.
Any costs incurred to VACP whilst recovering any overdue balances (however incurred, whether legal charges, direct costs, indirect costs, etc., including labour at the standard rate applicable at the time), will be repayable, in full, by the company from whom the outstanding debt is being recovered.
A Credit Account will only be considered if all parts of the Credit Application Form are completed in full.
3. TITLE:
Full title and ownership of all goods (including materials, components
and accessories) remain with VACP until the goods are paid for,
in full, including any interest and legal charges incurred.
Title will only be transferred to the Purchaser when the Purchaser has paid all sums owing to VACP on any account whatsoever, and any cheque or other negotiable security has been honoured in full. Prior to such payments, VACP retains full ownership of the goods.
VACP reserves the right to collect goods supplied, if payment is not made on the due date.
4. GOODS RETURNABLE:
All goods are deemed accepted if the invoice is not queried in
writing within 7 days of invoice date.
Goods returned for credit will not be accepted unless VACP's previous consent has been obtained i.e. a Goods Return Number issued.
Credit/s will only be given if [1] the parts proved to be incorrectly supplied and not to order, or [2] the parts are defective and subject to a claim under warranty, as outlined below.
A copy of the invoice must accompany any goods returned.
Returned goods must be in original packaging and as supplied to the Purchaser.
Any parts accepted for return that are not subject to points [1] or [2] above are only accepted at VACP's discretion, and will be subject to a handling charge of 20%.
5. QUOTATIONS AND PRICES:
All orders are accepted by VACP on the basis of prices ruling
at the date of despatch. VACP reserves the right to amend prices,
without notice, in consequence of changes in raw material price
from any other source, labour costs, production costs or for any
other reason whatsoever.
All prices quoted are ex-works and subject to VAT at the rate ruling at the time of despatch.
VACP reserves the right to apply a surcharge to any goods supplied on any exchange basis. Any goods returned to VACP that have incurred a surcharge must be sent prepaid, within 14 days of supply of the new unit and must be sent with a copy of the invoice containing the surcharge.
A minimum invoice value of £10.00, excluding carriage and VAT, will apply to all orders.
6. DELIVERY:
All goods are sold ex-works unless otherwise agreed in writing.
Whilst VACP will endeavour to comply with any delivery terms quoted, no guarantee or warranty for time of delivery is given or implied, any times or dates are approximate and VACP shall not be liable for the consequence of any delay.
Should VACP not be able to supply a complete order, the Purchaser has the option of cancelling the order, accepting part-deliveries or waiting until the order may be delivered in full. Once this choice has been made, the Purchaser may not terminate the order. If the Purchaser chooses part-deliveries, any additional carriage charges shall be deemed to be the Purchaser's responsibility. Each part-delivery is deemed to be a separate contract and is, therefore, subject to our standard Terms and Conditions of Sale.
In no event shall VACP be liable for consequential loss, if any, suffered by the Purchaser or any third party.
Responsibility for the goods is transferred to the Purchaser once the goods have passed to the Purchaser's chosen delivery method, being either the Post Office, Freight Forwarder, Courier, Carrier, Shipper, etc.
Unless otherwise agreed in advance, goods will be shipped at VACP's discretion by overnight carrier.
Any delivery terms quoted are subject to confirmation after receipt of order.
7. DESCRIPTION:
VACP has the sole right of making any change in design or withdrawal
of products without liability. Wherever possible, VACP will notify
the Purchaser of any design changes or improvements made by VACP,
which relate to the Purchaser's order.
If the goods supplied by VACP to the Purchaser's design or specification infringe any patent, registered design, or rights of copyright, the Purchaser will indemnify VACP against all damages and costs incurred by it as a result of work done in accordance with the Purchaser's specifications.
8. LOSS OR DAMAGE:
No claim for damage to, or loss of, the goods or part thereof
in transit will be considered by VACP, as this is the responsibility
of the carrier. Once VACP has handed the goods over to the carrier
(and they have signed that they have received the goods in good
condition), all responsibility is then transferred to the carrier.
VACP will endeavour to assist the Purchaser to pursue any claims,
where possible.
Should the Purchaser elect to have their goods carried by a party that does not sign a collection note (The Post Office for example), VACP's responsibility ends when the goods are handed over to the carrier.
When the Purchaser receives a consignment it is their responsibility to ensure that the amount of boxes received is exactly the same as that stated upon the carrier's delivery note. Should the amount of boxes not tally exactly with the carrier's delivery note, the number of boxes actually received must be clearly written on the carrier's delivery note. The Purchaser should then make a claim to the carrier for the missing goods.
Very careful inspection of the all boxes received must be made upon receipt of any goods, should any boxes appear damaged in any way, the carriers delivery note must be signed for as "Damaged Upon Receipt". A full description of the nature of the damage must also be clearly written on the carriers delivery note. The Purchaser should then make a claim to the carrier for the damaged goods.
For any instances of damage or loss it is the Purchasers responsibility to:
1. Submit a written notice to the carrier of damages or shortages within 3 days of delivery of goods or, in the event of loss of the goods, within 7 days of the notified date of despatch of the consignment.
2. Keep VACP informed by sending a copy of any written claims.
Shortages of goods received (not goods lost in transit) must be reported in writing to VACP within three days of the receipt of the goods. A full audit and stock check of the missing part/s will be then be carried out. Should it be found that our stock and records show that the part was definitely shipped, no further action will be taken by VACP and a claim should then be made by the Purchaser to the carrier.
9. WARRANTY:
VACP does not warrant, guarantee or hold out goods from manufacturers
or other suppliers. These goods will be subject to that manufacturer's
or supplier's conditions of sale or contract. VACP will use its
best endeavours to obtain the benefit of any guarantee given by
the manufacturer or supplier and its liability to the Purchaser
shall be limited to any sum received by it thereunder. In no event
shall VACP be liable for consequential loss if suffered by the
Purchaser.
Should any failure of goods manufactured or re-manufactured by VACP occur within 12 months (or such period as may be agreed in writing between VACP and the Purchaser) from the date of delivery, which is proved to VACP's satisfaction to be the result of defective material or workmanship, and not caused by fair wear and tear, damage in transit, bad workmanship or accident, VACP will supply replacement goods on an ex-works basis, free of charge to the Purchaser. This warranty is for parts replacement only, excluding any consequential costs arising from system breakdown, and/or loss or damage whatsoever, of use of vehicle, loss of product carried, etc.
The aforesaid guarantee shall not apply in respect of:-