AUTO STYLING TRUCKMAN GROUP LIMITED – TERMS AND CONDITIONS OF SALE
1. Defined Terms
In these Terms and Conditions, the following terms will have the following meanings:
“Approved Credit Account Holder”
A person or company with an Approved Credit Account.
“Approved Credit Account”
A credit account between the Buyer and the Seller in accordance with clause 4.
A purchaser of Goods from the Seller as set out in the Order.
As set out in clause 4.2.
These Terms and Conditions, any Specifications and any documents relating to the Approved Credit Account.
the date specified in the Order notified to the Buyer by the Seller .
the location for Delivery specified in the Order.
Will take place as set out in clause 3. Delivery and Delivered have the same meaning.
“Force Majeure Event”
As set out in clause 16.
The Goods set out in the Order.
The Seller, any subsidiary or holding undertaking from time to time of the Seller as such expressions are defined in section 1162 of the Companies Act 2006.
An order for Goods in any form.
the prices of the Goods as specified in by the Seller ’s price lists from time to time whether on its website over the telephone or otherwise.
“the Seller ”
Auto Styling Truckman Group Limited, a company registered in England and Wales under no. 04518268 and whose registered office is at 14 Blackbrook Valley Industrial Estate, Narrowboat Way, Dudley, West Midlands, DY2 0EZ.
The specification for the Goods provided by the Seller to the Buyer which will include any manufacture specification.
“Terms and Conditions”
These Terms and Conditions which will apply to all sales between the Seller and the Buyer.
2.1 The singular will include the plural and vice versa.
2.2 Any reference to one gender will include reference to the other genders.
2.3 Headings are included for convenience only and do not affect interpretation.
2.4 References to clauses of a particular number are references to the clauses of that number in these Terms and Conditions.
3.1 Please note that if you are dealing as a consumer, the additional provisions set out in clause 13 will also apply.
3.2 These Terms and Conditions apply to all offers, quotations and sales of Goods by the Seller to the Buyer.
4. Basis of Contract
4.1 The Order constitutes an offer by the Buyer to purchase Goods in accordance with these Terms and Conditions.
4.2 The Order will only be deemed to be accepted on the earlier of:
4.2.1 when the Seller issues written acceptance of the Order; or
4.2.2 the Seller performing an act consistent with fulfilling the Order,
at which point and on which date the Contract will come into existence (Commencement Date).
4.3 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
4.4 Any samples, colours, colour matching, drawings, descriptive matter or advertising issued by the Sellerand any descriptions of the Goods or illustrations or descriptions of the Goods Seller are issued, sent or published by the Seller for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract or have any contractual force. All colour matches shall be in accordance with industry standard colour variants.
4.5 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. Goods and the Specification
5.1 Images of the Goods on the Seller’s website or in any display or brochure are illustrative only. The Seller has endeavoured to display the Goods and their colours with reasonable accuracy but cannot guarantee that the accuracy of such images. Your Goods may vary slightly from those images.
5.2 The Seller reserves the right to make improvements and modifications in any Specification and/or Order:
5.2.1 if required to reflect changes in relevant laws and regulatory requirements;
5.2.2 to implement minor technical adjustments and improvements.
5.3 The Seller will not implement any material improvements or modifications to any Goods without prior written notification to the Buyer if such modification will materially affect the form, fit or function of the Goods.
5.4 If Buyer wishes to make changes to an Order prior to Delivery then the Seller will not be obliged to agree to such change. If the Seller does agree to any proposed change requested by Buyer then the Seller will be entitled to adjust the Price.
5.5 All technical information and particulars of Goods and performance given by the Seller are accurate to the best of the Seller’s knowledge but are not to be treated as binding or as forming part of any Contract with Buyer unless specifically confirmed or agreed by the Seller to the Buyer in writing.
6.1 The Buyer will pay the Price for the Goods in accordance with clause 9.
6.2 Prices are subject to alteration by the Seller at any time in accordance with the terms of this agreement. The Seller will notify Buyer of any alteration in Price, whereupon Buyer may cancel the Contract (without liability to the Seller) by giving notice in writing to the Seller within 7 days from the date of such notification.
6.3 The Buyer will bear the cost of any fluctuation in exchange rates and any applicable sales, value added, excise, or similar tax or duties in relation to the Goods unless Buyer provides the Seller with a tax exemption certificate or licence acceptable to the taxing authorities before shipment. Prices are exclusive of VAT and other taxes.
7.1 Unless otherwise agreed, delivery of the Goods will be completed on the Goods’ arrival at the Delivery Location.
7.2 Any dates or times quoted for Delivery of the Goods are approximate only, and the time of Delivery is not of the essence.
7.3 The Seller will not be liable for any delay in delivery of the Goods that is caused by the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions or thing relevant to the Seller’s fulfilment of its obligations or the supply of the Goods.
7.4 All requests from Buyer for delivery outside mainland United Kingdom, are subject to the Seller prior consent and will entitle the Seller to adjust the Price and delivery terms accordingly.
7.5 The Seller may deliver the Goods in instalments, which will be invoiced and paid for separately. Each instalment will constitute a separate contract. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.7.6 Usually delivered in 2-7 working days* - this is dependant upon product abd availability. During Christmas period our offices will be closed from 21st December 2018 - 2nd January 2019. Any in stock orders placed during this time will be despatched upon our return.
8. Title and Risk
8.1 Risk of the Goods will pass to the Buyer upon Delivery of the Goods.
8.2 Title in the Goods will pass to the Buyer upon full payment of the Goods in accordance with clause 9.
8.3 The Buyer accepts that in signing for delivery of Goods from the Seller that they have checked that all items ordered are present and correct.
8.4 Until title has passed to the Buyer in accordance with clause 8.2, the Buyer will:
8.4.1 hold the Goods on a fiduciary basis as the Seller ’s bailee;
8.4.2 ensure that it is aware at all times of the location of the Goods and has full details of any person into whose possession or control they have been passed;
8.4.3 give the Seller such information relating to the Goods as the Seller may require from time to time;
8.4.4 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and ensure that the Goods remain readily identifiable as owned by the Seller; and
8.4.5 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller’s behalf from the date of Delivery.
9.1 The Price excludes all costs and charges for packaging, insurance, transport of the Goods, which will be added to the amount invoiced to the Buyer.
9.2 Subject to clause 9.3, the Buyer will pay the Price of the Goods upon completion of the Order and prior to Delivery.
9.3 For Approved Credit Account Holders, full payment is due within 30 days from the date of the Seller’s invoice.
9.4 In the event of late payment under this clause 9, the Seller reserves the right to:
9.4.1 suspend any future deliveries until full payment is received;
9.4.2 charge interest on overdue amounts from the due date until the date that full payment is received, both before and after any judgment, at the greater of 4% per month above the base rate of the Bank of England and the rate from time to time applicable to High Court judgement debts.
9.5 The Seller will carry out such security checks as it decides in relation to and prior to committing to or executing any Order or transaction in order to protect against identity theft and fraud. If additional checks are required the Seller will inform the Buyer. The time allowed for delivery or dispatch will be extended by the time taken to resolve any queries raised.
10. Approved Credit Account
10.1 The Buyer may apply for an Approved Credit Account by completing a Credit Account Application Form.
10.2 The Seller reserves the right to accept or decline an application for credit by the Buyer and may place a hold on any Approved Credit Account:
10.2.1 if the Buyer exceeds the agreed credit limit; or
10.2.2 fails to pay for the Goods pursuant to clause 9.3,.
10.3 If the Approved Credit Account is placed on hold, the Buyer will pay for the Goods in accordance with clause 9.
11.1 The Seller warrants that for 12 months from Delivery, the Goods will:
11.1.1 conform with their description and any applicable Specification in all material respects; and
11.1.2 be free from material defects in design, material and workmanship.
11.2 In addition to clause 11.1 and subject to clauses 11.4, the Seller warrants the Hardtops will:
11.2.1 Within 12 months of Delivery, be free from any fading and blistering of the paint; and
11.2.2 Within 36 months of Delivery, be free from blistering only of the paint.
11.3 If the Buyer alleges that the Goods are defective at the time of Delivery, the Buyer will notify the Seller in writing of the alleged defects within 24 hours of Delivery and the Buyer will, at Seller ’s option, return the Goods and packing at its own expense to the Seller or hold the Goods and packing for reasonable inspection by the Seller. Subject to clause 11.4, if upon inspection the Goods are in the Seller’s opinion defective at the time of Delivery, the Seller will repair or replace the defective Goods free of charge.
11.4 The warranty in clause 11.1 will not apply if:
11.4.1 The Goods are not returned in their original, undamaged packaging and in accordance with the Seller’s instructions;
11.4.2 the Buyer makes any further use of such Goods after giving a notice in accordance with clause 11.2;
11.4.3 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
11.4.4 the defect arises as a result of the Seller following any drawing, design or Goods Specification supplied by the Buyer;
11.4.5 the Buyer alters or repairs such Goods without the written consent of the Seller;
11.4.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
11.4.7 the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
11.4.8 the defect arises as a result of incomplete, inaccurate or defective information or instructions provided by the Buyer;
11.4.9 the defect arises as a result of faulty, defective or poor installation of the Goods by a third party; or
11.4.10 the Buyer has not paid for the Goods.
11.5 The warranty in this clause 11 will not apply to glass, water leaks or fading or discolouration due to environmental conditions.
12. Limitations of Liability – Liability – Buyer is a Business
12.1 This clause 12 applies unless the Buyer is dealing as a consumer for the purposes of the Consumer Rights Act 2015.
12.2 Nothing in this agreement will exclude or in any way limit either party's liability for:
12.2.1 death or personal injury caused by its own negligence;
12.2.2 fraudulent misrepresentation or other dishonesty; or
12.2.3 any other liability which cannot be excluded by law.
12.3 Subject to Clause 12.2, the Seller will not be liable whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise under or in connection with this Contract, for any:
12.3.1 loss of profit;
12.3.2 loss of goodwill;
12.3.3 loss of business;
12.3.4 loss of business opportunity;
12.3.5 loss of anticipated saving;
12.3.6 loss or corruption of data or information; or
12.3.7 special, indirect or consequential damage.
12.4 Without prejudice to Clauses 12.2 or 12.3, the Seller’s total liability arising under or in connection with these Terms and Clauses, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, will in all circumstances be limited to the total value (excluding VAT and delivery) of the Goods being purchased by Buyer.
12.5 This clause 12 sets forth the full extent of the Seller’s obligations and liabilities in respect of the Goods. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on the Seller except as specifically stated in these Terms and Conditions. All conditions, warranties and other terms regarding the Goods, which might otherwise be implied into or incorporated into this agreement, whether by statute, common law or otherwise, are expressly excluded.
13. Sales to Consumers
The Seller supplies primarily to other businesses when the Consumer Rights Act 2015 will not apply. However, if the Buyer is dealing as a consumer, the following provisions of this clause 13 will apply and will override any contrary provision hereof.
13.1 Cancelling Goods
13.1.1 The Buyer may cancel any Order in writing within 30 days from Delivery. If an Order consists of multiple Goods or batches of Goods, such 30 day period commences when the Buyer receives the last of the batch.
13.1.2 Goods must be returned to the Seller without undue delay and in accordance with the Seller’s packaging instructions and in any event within 14 days of cancellation by the Buyer in a complete, undamaged condition and in any original packaging.
13.1.3 Subject to clause 13.1.2, the Seller will provide a refund without undue delay and in any event within 14 days of receiving the Goods.
13.1.4 The Seller will refund basic delivery charges (if paid by the Buyer). The cost of returning the item(s) to the Seller will be met by the Buyer (e.g. the Buyer will NOT be liable to refund the Buyer for return of items). A refund will not be given until the Goods are confirmed by the Seller to be complete and in their original and undamaged packaging.
13.2 Faulty Goods
The Buyer may return any Goods which arrived damaged, believed to be unfit for purpose, not compliant with specification or suffering from a latent or manufacturing defect for a full refund. Goods so returned for refund must be complete, otherwise undamaged and with their original packaging. The Buyer is responsible for returning the Goods to the Seller. A refund will not be given until the Goods are confirmed by the Seller’s technician to be complete, in their original and undamaged packaging and faulty.
13.3 Clause 22 will not apply to a Buyer, who is dealing as a consumer.
13.4 Limitations of Liability – Buyer is a Consumer
13.4.1 Whilst the Seller does not seek to limit its liability to any Buyer, which is a consumer in relation to indirect and economic losses suffered personally by any Buyer which is a consumer, the Seller deals with consumers on the basis that they are purchasing Goods in their capacity as consumer for use in that capacity. Accordingly, subject to Clause 13.4.2, the Seller will not be liable to any business Buyer or for any whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise under or in connection with this Contract, for any:
188.8.131.52 loss of profit;
184.108.40.206 loss of goodwill;
220.127.116.11 loss of business;
18.104.22.168 loss of business opportunity;
22.214.171.124 loss of anticipated saving;
126.96.36.199 loss or corruption of data or information; or
188.8.131.52 special, indirect or consequential damage.
13.4.2 Nothing in this agreement will exclude or in any way limit either party's liability for:
184.108.40.206 death or personal injury caused by its own negligence;
220.127.116.11 fraudulent misrepresentation or other dishonesty; or
18.104.22.168 any other liability which cannot be excluded by law.
13.5 The rights given by this clause 13 are in addition to, and do not affect, the Buyer’s legal rights.
14. Confidential Information
14.1 The Buyer will not, without the Seller ’s written consent, disclose to any third party any secret or confidential information supplied by the Seller to the Buyer. For the purposes of this Clause 14, any quotation, render, offer or similar document and all contents thereof and all items referred to therein will be deemed to be confidential.
14.2 The Buyer will not copy or reproduce drawings, specifications, or other written material supplied by the Seller in connection with the Goods or any of the Goods themselves or any part thereof.
14.3 The Buyer will indemnify the Seller against any and all costs, claims, expenses, demands, losses or liabilities, which the Seller may suffer or incur as a result, whether direct or indirect of any breach of this Clause 14.
15. Compliance with Laws
The Buyer expressly agrees that it will not export or permit export of any Seller Goods, or use or permit the use of any Seller Goods, other than in accordance with all applicable laws (including complying with and obtaining appropriate permits in accordance with all applicable export and custom laws).
16. Force Majeure
The Seller will, without prejudice to any other provisions hereof, be entitled to cancel or rescind any contract and will not be liable for any loss or damage if its ability to perform its obligations under the contract is in any way adversely affected for any reason whatsoever not within the Seller’s control, or by commercial unfeasibility including the failure by the Seller ’s suppliers to fulfil their obligations, the denial or cancellation of necessary permits or licenses or substantial increases in the costs of performance.
17. Buyer’s Default
Should Buyer make default in any payment or otherwise be in breach of its obligations to the Seller under these Terms and Clauses or compound with or execute an assignment for the benefit of its creditors or commit any act of bankruptcy or being a company enter into voluntary or compulsory liquidation or suffer a receiver, administrator or manager to be appointed over all or part of its assets or take or suffer any similar action in consequence of debt, the Seller may, without prejudice to any other rights, cancel any undelivered or uncompleted portion of the Order and stop any Goods in transit.
18. Cancellation by the Seller
18.1 The Seller may have to cancel an Order before Delivery, due to an event outside its reasonable control or the unavailability of stock. If this happens:
18.2 The Seller will promptly notify the Buyer; and
18.3 refund any payment in advance for Goods that have not been delivered to the Buyer.
19. Data Protection
19.1 The Seller will use the personal information you provide to:
19.1.1 provide the Goods Ordered;
19.1.2 process your payment for such Goods; and
19.1.3 inform you about similar Goods that the Seller provides, but you may stop receiving these at any time by contacting us.
19.2 You agree that the Seller may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.
19.3 The Seller will not give your personal data to any other third party.
19.4 The Seller’s website may also use a website recording service which may record mouse clicks, mouse movements, page scrolling and any text keyed into website forms. Data collected by this service is used to improve our website usability. The information collected is stored and is used for aggregated and statistical reporting, and is not shared with anybody else.
20. Set Off
All amounts due under these Terms and Conditions will be paid by Buyer to the Seller in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
21. Nature of the Agreement
21.1 The agreement between Buyer and the Seller is personal to the parties and Buyer will not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations thereunder without the prior written consent of the Seller.
21.2 A person who is not a party to this agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
21.3 Nothing in these Terms and Conditions is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
22. Entire Agreement
These Terms and Clauses constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter hereof. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
No variation of these Terms and Conditions will be effective unless it is in writing and signed by the parties (or their authorised representatives).
24.1 No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
24.2 Except as expressly provided herein, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 24.2 will not affect the validity and enforceability of the rest of these Terms and Conditions. If any provision or part-provision of these Terms and Clauses is invalid, illegal or unenforceable, the parties will negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
26.1 Any notice given to a party under or in connection with these Terms and Clauses will be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
26.2 Any notice will be deemed to have been received:
26.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
26.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service.
27. Governing Law and Jurisdiction
27.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
27.2 Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Clauses or their subject matter or formation (including non-contractual disputes or claims).28. Phone Calls
28.1 All phone calls will be recorded for training purposes.