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Armstrong Vehicle Centre  - Terms & Conditions

Armstrong Vehicle Centre CUMBRIA

Cumbria Truck Centre Ltd T/A AVC Cumbria

Armstrong Vehicle Centre GLASGOW

Armstrong Trucks Ltd T/A AVC Glasgow

 

Terms and Conditions of Sale

 

 

1.Definitions of Applicability

In these terms and conditions where the context so admits the following expressions shall have the following meanings:

“Company” means limited

“Customer” means the person, firm or company who places the order with the Company.

“Goods” means the goods or any of them ordered by the Customer.

“Services” means all the services ordered other than Goods.

“Order” means the Customer’s instructions to supply the Goods or Services.

“Specification”means any plans, illustrations, drawings, designs, specifications or other technical information furnished by the Company to the Customer.

 

These terms and conditions shall apply to all Contracts whether written or otherwise and made between Cumbria Truck Centre Ltd and the Customer for the sale or supply of goods, and/or services by the Company to the Customer. It is accepted by the Customer that these terms and conditions govern all relations between the Company and it to the exclusion of any terms and conditions contained by any other document and also to the exclusion of all other terms, conditions, warranties and representations, written or oral, express or implied. No amendment shall be made to the terms and conditions unless the same has been accepted in writing by the Managing Director for the time being of the Company.

 

The Company in fulfilling the Contract comply with all standards, regulations and legislation valid at the date of the Company’s quotation. The Company shall not be responsible for any failure to defect the goods resulting from the failure of any parts, equipment and components supplied by the Customer.

 

2.Orders

  1. The Company reserves the right to accept verbal Orders but such Orders must always be confirmed in writing or by facsimile within twenty four hours by the Customer are marked ‘confirmation’. Any Order not so marked will be treated as a fresh Order and the Customer will be responsible for the consequence of any resulting duplication. The Company reserves the right not to accept an Order.

  2. No cancellation of an Order will be effective unless in writing and until accepted by the Company. The Company reserves the right to refuse to accept any cancellation.

  3. The Customer shall not be entitled to cancel an order which has been accepted by the Company unless the Customer reimburses the Company for any loss of profit and all costs, charges and expenses (including costs of tooling up and purchase of materials) incurred by the Company in respect of the order up to the date of receipt by the Company of written notification of cancellation from the Customer.

  4. The Company reserves the right to modify the specification or to substitute materials or components referred to therein. The Company will notify the Customer in writing of any material alterations to the specifications relating to the goods or services and the Customer shall be deemed to have accepted such alterations unless notice in writing to the contrary is received by the Company within 7 days of such notification.

 

3.Quotations

  1. All tenders or quotations by the company are valid 30 days only from the date thereof unless the Company otherwise agrees in writing or the Company withdraws the tender or quotation within the said 30 days.

  2. The contract price is based on information available to the Company at the date thereof and if between that date and the date on which the Goods are delivered to the Customer there shall be any variation in the cost of materials, labour of overheads to the Company to the contract price may in the absolute discretion of the Company be adjusted to take account of such variation.

 

4.Payment and Price

  1. The contract price shall be paid to the Company in full immediately upon receipt of an invoice by the Customer, or on the due date where agreed otherwise; and in default of due payment the amount outstanding from time to time shall bear interest at the rate of two percent per month.

 

  1. The contract price does not include delivery and the costs of delivery shall be payable by the Customer in addition to the price of the Goods.

  2. The contract price is exclusive of taxes (including Value Added Tax) duties and charges.

  3. The contract price shall be paid in full on the due date without any deduction set off or counterclaim.

 

5.Delivery

  1. Any delivery date stated by the Company is only approximate and failure by the Company to meet such date shall not amount to a breach of any contract by the Company.

  2. Where the Company is making delivery it has an absolute right to select the method and route of the carriage of the Goods.

  3. Delivery to an independent contractor for prepaid carriage to the place of delivery is to be deemed to be delivery of the Goods and the performance of the Company’s obligations hereunder.

  4. If the Customer fails to accept delivery of the Goods then the Goods shall be stored by the Company at the risk and expense of the Customer. After a period of fourteen days has elapsed after the failure by the Customer to accept delivery of the Goods, the Company shall have the power (but be under no duty) to sell the Goods for the account of the Customer and apply the proceeds of the sale in diminution of any amount due to the Company from the Customer.

  5. If the Customer fails to or refuses to take delivery of the Goods on the delivery date specified or notified, it shall be liable to the Company for any loss occasioned by such failure or refusal and for any charges thereby accrued by the Company for the care and custody of the Goods.

  6. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business.

  7. Where the Company agrees to ship goods outside the United Kingdom the Company shall not be liable for loss, damage or deterioration to the goods, howsoever caused, beyond the point of shipment.

  8. The Customer shall be responsible for obtaining all insurances and for complying with any regulations, obtaining a licence as may be required governing importation of the goods to the country of destination and for paying all customs duties or any other duties, charges or taxes on importation of the goods.

  9. If the Contract provides for testing of the goods or completed works by or on behalf of the Customer prior to delivery then upon the Company giving notice of availability of the goods or completed works for testing the Customer shall carry out such tests at his own expense as convenient during normal working hours at the Company’s premises.

  10. The Customer shall carry out a thorough inspection of the goods immediately on delivery or collection thereof and any discrepancy between the goods delivered and those described in the Company’s delivery note or specified in the Customer’s order (as accepted by the Company) and any damage to the goods in transit shall be notified to the Company in writing within 5 working days of the Customer’s receipt of goods, and an acknowledgement/receipt of such notification shall be obtained by the Customer. No claim in respect of any discrepancy, non-delivery or damage will be entertained by the Company unless the provisions of this condition are complied with by the Customer and if the Customer shall fail to give notice in accordance with the provisions of this condition, or in the event of any dispute as to whether such notice has been validly given if the Customer fails to produce acknowledgment receipt of the notification, the goods shall be deemed in all respects to be in accordance with the Contract and the Customer shall be bound to accept and pay of the same accordingly.

 

6.Bodywork

  1. Where the Customer wishes to order bodywork or equipment for fitment to vehicles prior to the delivery to the Customer this will be supplied only by the bodybuilders or equipment suppliers recognised by the Company a list of whom is available from the Company.

  2. Any order for bodywork placed for or on behalf of the Customer in accordance with its specific request and built in accordance with the specification and advice identified directly by the Customer is the sole responsibility of the Customer and the Company shall have no liability in this request.

 

7.Risk and Property

  1. The risk in the Goods shall pass to the Customer on delivery.

 

  1. Until full payment has been received by the Company for all Goods supplied and/or Services rendered at any time by the Company to the Customer:-

    1. The title of the Goods shall remain with the Company.

    2. Should the Goods or any of them be converted into a new product whether such conversion involves a mixture of any other Goods or thing whatsoever and in whatsoever proportion, the conversion shall be deemed to have full effect on behalf of the Company and the Company shall have the full legal and beneficial ownership of the new product.

    3. Subject to (IV) and (V) below the Customer shall be at liberty to sell Goods in the ordinary course of business on the basis that the proceeds of sale shall belong to the Company to whom the Customer shall account on demand.

    4. The Company may, at any time, revoke the Customer’s power of sale by notice to the Customer if the Customer is in default for longer than seven days in payment of any sum whatsoever due to the Company (whether in respect of the Goods or any of the Goods supplied or Services rendered at any time by the Company to the Customer) if the Company has a bona fide doubt as to the solvency of the Customer.

    5. The Customer’s power of sale shall automatically cease if a Receiver is appointed over any of the assets or the undertaking of the Customer or a winding up order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of or make an arrangement or composition for the benefit of creditors or commits any act of bankruptcy.

    6. Upon determination of the Customer’s power of sale under (iv) or (v) above the Customer’s shall place the Goods and any new products referred to in (ii) above at the disposal of the Company who shall be entitled to enter upon any premises of the Customer for the purpose of removing such Goods and new products from the premises (including severance from the realty where necessary).

    7. The Customer shall not, in any way alter, obscure, remove, conceal or otherwise interfere with any markings or other identification or source or origin placed on the Goods or their labelling or packaging by the Company.

 

8.Warranty

  1. The Company warrants that the Goods upon delivery to the Customer will be satisfactory quality.

  2. In the case of new Goods supplied by the Company, the Customer shall (subject to meeting any conditions stipulated) have the benefit of the Company’s standard Warranty Terms and are available from the Company on request.

 

9.Liability

  1. Any claim by the Customer against the Company under the preceding clause and/or any claim by the Customer for non delivery or short delivery must be notified to the Company immediately and confirmed in writing to the Company within seven days of delivery of goods or in the case of non-delivery the scheduled delivery date,

  2. If no written claim is submitted in accordance with subparagraph

(a) of the clause, any claim shall be deemed to be barred and absolutely waived.

  1. Any contract concluded between the Company and the Customer does not constitute a consumer contract and save as provided herein all representations, conditions, warranties and terms whether express or implied by common law statute or otherwise as the quality, condition or fitness for any purpose of Goods are excluded from the contract.

  2. Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under express terms of the contract, for any indirect, special or consequential loss or damage (which such terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), cost’s, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use of resale by the Customer, and the entire liability of the Company under or in connection with the contract shall not exceed the price of the Goods, except as expressly provided in these terms and conditions.

 

10.Subcontracting

The Company shall be entitled to subcontract the fulfilment of the Contract or any part thereof or any other works it has contracted to carry out.

 

11.Health and Safety

  1. The Customer hereby undertakes with the Company pursuant to Article 7(8) of the Health and Safety at Work (NI) Order 1978 (“the order”) that the Customer will take all necessary steps (including any testing or examinations, and training of employees who will use the same) prior to the goods being brought into use to ensure, so far as reasonably practicable, that the goods are designed, constructed and operational so as to be safe and without risk to health and safety at all times when the goods are being properly used and that it will take such steps as are necessary to secure that there will be available in connection with the use of the goods adequate information about the use for which they are designed and have been tested, and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health. The Customer shall be responsible for the training of all employees who will use the goods (save where otherwise expressly agreed with the Company)

  2. The Customer shall indemnify the Company against all actions, suits, claims, demands, losses, charges, costs and expenses which the Company may suffer or incur in connection with any claim by any third party alleging facts which if established would evidence a breach on the part of the Customer of the terms contained in sub- paragraph 12.1 above.

  3. The Company shall not be liable to the Customer in any civil proceedings brought by the Customer against the Company under any Health and Safety Regulations made personal to the Order where such exclusion of liability is permitted by law.

  4. The Customer shall keep the Company fully and effectively identified against all claims, costs, actions, damages, expenses, losses or liabilities (including economic or consequential loss) resulting directly or indirectly from any claim brought under the Consumer Protection (NI) Order 1987 (or any legislation amending the same or substituted therefore) by any individual (including an employee of the Customer) against the Company.

 

12.Assignment

The Company shall have the right to assign any contract concluded with the Customer to any subsidiary or associated company of the Company in which event the contract shall take effect as a contract between the assignee and the Customer. Save as provided in this paragraph no rights or duties hereunder are assignable.

 

13.Force Majeure

The Company shall not be liable to the Customer or be deemed to be in breach of this contract by reason of any delay in performing, or any failure to perform, and of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.

 

14.Insolvency

If the Customer being an individual or where the Customer is a firm any partner in it shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors or if the Customer being a company shall pass a resolution or a Court shall make an order for the Customer to be wound up (not being a members’ voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager on behalf of a creditor shall be appointed or if circumstances shall arise which entitle the Court or a creditor to appoint a Receiver or Manager or which entitle the Court to make a winding up order if the Customer becomes insolvent or it the Company makes proposals to or enters into any voluntary arrangement with its creditors then the Company shall be entitled forthwith on notice to the Customer to terminate any executory contract concluded between the Company and the Customer without compensation to the Customer.

 

15.Third Parties

For the avoidance of doubt nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of his agreement.

 

16.Proper Law and Jurisdiction

Any contract concluded between the Company and the Customers shall be governed by and construed in all respects in accordance with the laws of England, and the Company and the Customer submit to the exclusive jurisdiction of the English Courts.

 

 

AVC Terms & Conditions

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