Terms & Conditions of Sale - Woodall Nicholson

Terms & Conditions of Sale

These Conditions are incorporated in any contract and (where applicable) in any quotation, tender or negotiations entered into by the Company relating to the supply of commercial vehicles and chassis, body building and modifications to and repairs of commercial chassis and bodies.
These Conditions may be varied to the disadvantage of the Company only by agreement in writing signed by an authorised Director of the Company
Terminology
1. In these Conditions:
(a) the singular includes the plural, and
(b) references to a person include a partnership, a limited company and any other legal entity.
2. The following expressions have the meanings assigned to them:
(a) ‘the Company’ means Woodall-Nicholson Ltd (company number 15010430) trading as any of Coleman Milne, Mellor Bus, Treka Bus, VCS Police & Special Projects, Promech Engineering and JM Engineering;
(b) ‘the Customer’ means the entity placing the order with the Company;
(c) ‘the transaction’ means the work to which the order relates;
(d) ‘finance company’ means any person financing the transaction for the Customer whether by loan, lease, hire purchase or any means whatsoever, and
(e) ‘the specification’ means the document in which is set out the details of the work and materials required for the carrying out of the transaction.
Contract
3. The Contract shall be between the Company and the Customer and shall be governed by English law. It comes into existence when the Company accepts the Customer’s order as required by condition 4.
4. An order may be placed by the Customer either formally or by its notifying the Company that the Company’s quotation is acceptable to it but in either case it shall constitute an offer by the Customer requiring acceptance by the Company.
5. Quotations, specifications and the like submitted by the Company to the Customer shall be ‘subject to contract’ and no binding contract shall come into existence until the Company has formally accepted the Customer’s order as required by condition 4.
6. The Customer may request that notwithstanding delivery of goods to the Customer, the Company shall send the invoice for the goods to a finance company nominated by the Customer. The Company shall comply with such request provided that:
(a) the Customer shall procure that the finance company pays any such invoice in accordance with the payment terms set out in these Conditions, and
(b) the Customer shall remain primarily liable for its contractual obligations and in particular for the payment of money due to the Company and shall indemnify the Company from and against any failure or delay in payment of an invoice by the finance company under these Conditions.
7. The rights and obligations of the Company and the Customer to each other shall be unaffected by the involvement of a finance company notwithstanding that the Company may address invoices to the finance company and that in law the finance company may become the owner of the goods to which the transaction relates.
8. The specification shall constitute the contractual document governing the transaction and drawings, illustrations and the like used during negotiations shall not form part of the specification unless expressly incorporated in it.
9. Any variations in the specification claimed by the Customer against the Company must be evidenced in writing and signed by an authorised employee of the Company
10. Any specification drawing illustration submitted by the Company to the Customer shall remain in the property of the Company (as shall the copyright in it) and any such document or its content shall not be disclosed by the Customer to a third party (other than the Customer’s finance company).
11. Unless expressly stated to be a ‘fixed price’ any price included in quotations or tender submitted by the Company is based on the cost of materials and labour at the date thereof and the contractual price payable by the Customer may be varied in accordance with changes in the cost of materials and labour occurring between the date of the quotation or tender and the completion of the Contract.
12. All prices are subject to the addition of value added tax at the rate prevailing at the ‘tax point.
13. Any extras to or variations in the specification required by the Customer after the conclusion of the contract shall he paid for on a ‘quantum meruit’ basis in the absence of an express agreement as to additional cost.
The Company’s contractual obligations and limitation to its liability:
14. To perform the contract in a proper and workmanlike manner using suitable materials provided that where the Customer has specified particular materials or finishes or has designed the work to be done by the Company, the Company shall have no liability to the Customer for complaints or defects arising from design faults or its carrying out the work using the specified materials or finishes.
15. To proceed expeditiously with the transaction and to use its reasonable endeavours to meet any delivery date required by the Customer provided that the Company shall have no liability for its failure to meet a delivery date unless it has been specified as an essential term of the contract and even then, the Company shall not be liable for any loss of profit or similar loss which may arise from its failure to meet the specified delivery date.
16. The Company shall have no liability for any loss or delay resulting from a failure of suppliers to deliver parts or goods required for the completion of the contract or from any event outside the control of the Company (Force Majeure).
17. Subject to Condition 18, the Company shall not be liable for any indirect special or consequential liabilities, losses, charges, damages, costs and expenses suffered by the Customer howsoever caused or for any loss of profits, goodwill, revenue, reputation, anticipated savings, business receipts or contracts or losses or expenses resulting from third party claims.
18. Nothing in these Conditions excludes or limits the Company’s liability for death or personal injury caused by the Company’s negligence, for fraud or fraudulent misrepresentation or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
19. Subject to Condition 18 the Company’s total aggregate liability under a Contract shall not exceed a sum equivalent to the price of the goods or the transaction to which the Contract relates.
20. Subject to the Limitation set out below, the Company guarantees to make good any fault arising from defective materials or poor workmanship in relation to the transaction.
The limitations to the Company’s guarantee, unless otherwise agreed in writing, are:
(a) the guarantee shall continue for a period of 24 months or until the vehicle has travelled 100,000 miles whichever shall be the shorter period;
(b) the guarantee applies to the Customer only and not to any subsequent owner of the vehicle;
(c) the fault of which complaint is made must be notified in writing to the Company as soon as practicable after discovery;
(d) if requested by the Company, the vehicle must be brought to the Company’s premises at the Customer’s expense for the fault to be mode good;
(e) the guarantee does not extend to defective parts, accessories or materials provided or specified by the Customer;
(f) any modification of the vehicle or any attempt to rectify the fault of which complaint is made other than by the Company or its authorised agents shall vitiate the guarantee; and
(g) the Company shall be under no liability in respect of any defect arising from wilful damage or negligence by the Customer or persons using the goods, abnormal working conditions, failure to follow the Company’s instructions or if the total price has not been paid by the due date for payment.
The Customer shall comply with the following obligations:
21. Promptly to supply such information and give such instructions to the Company as shall be necessary to enable the Company expeditiously to proceed with the transaction.
22. Promptly to supply any chassis or parts or other goods which, for the purpose of the transaction, are to be provided by the Customer under the contract.
23. To keep insured any chassis provided by the Customer and to bear the risk of damage to or loss of such chassis unless the damage or boss is attributable to the negligence of the Company.
24. lf credit terms for payment have been agreed between the Company and the Customer, to comply with the agreed terms.
25. Where no credit terms have been agreed, to pay to the Company in accordance with the terms of the contract such sums as may be due to the Company from time to time and, in the absence of a specific contractual term relating to payment, to pay the price due to the Company at or before completion of the contract.
26. To pay interest on overdue sums payable to the Company at the rate of 5% above the base rate of NatWest Bank plc calculated on a daily basis from the date or which payment was due until payment is actually made.
27. To supply such information as the Company shall reasonably require concerning any arrangements made by the Customer with a finance company relating to the payment of money due under the contract.
Termination of Contract
28. Either the Company or the Customer may terminate the contract for a breach by the other of any of its fundamental terms.
29. Either the Company or the Customer may terminate the contract if the other:
(a) commits an act of bankruptcy;
(b) offers to enter into an arrangement with his creditors;
(c) suffers a distress to be levied against the goods and chattels or being a limited company;
(d) breaks the anti-bribery policies of the Company;
(e) passes a resolution to wind up the company other than for the purpose of amalgamation or reconstruction;
(f) receives a petition for wording up; or
(g) suffers the appointment of a receiver of the Company’s assets or any of them
Retention of Title.
30. The property in any goods supplied to the Customer under the Contract shall remain vested in the Company until payment in full (in cash or cleared funds) has been received by the Company for the agreed price of the goods (together with any accrued interest).
31. Until ownership of the goods has passed to the Customer, the Customer is in possession of the goods in a fiduciary capacity and shall give the Company such information about the goods as the Company may require and notify the Company immediately upon the happening of any of the termination events set out in Condition 29. In the event that the Customer sells the goods before ownership of the goods has passed to the Customer the Customer shall hold such part of the proceeds of sale as represent the amount owed by the Customer to the Company on trust for the Company.
32. (a) The Company shall be entitled to repossess from the Customer goods in his possession in which the Company has retained title (including those over which the Company has a general lien in accordance with Condition 37) and for this purpose the Customer grants to the Company, its agents and employees an irrevocable right and licence to enter into any premises occupied by or in control of the Customer with or without vehicles without being liable for trespass or for any damage caused to such premises by the exercising of the right of entry in a reasonable manner. This right and licence shall continue notwithstanding the termination of a Contract.
(b) Title to any vehicle(s) provided by the Customer to the Company pursuant to any transaction (including without limitation a “part-exchange” arrangement) shall pass to the Company on delivery of such vehicle(s) free of any claim by the Customer or any one claiming through or under him and the Company may immediately resell such vehicle(s).
33. The Company may resell goods in which it has retained title (including those over which the Company has a general lien in accordance with Condition 37) without liability in respect of the price obtained provided it has acted in good faith and such resale shall transfer to the purchaser a valid title in the goods free of any claim by the Customer or any one claiming through or under him and to such extent as is necessary the Customer constitutes the Company his attorney to pass title in the goods to such purchaser.
34. Notwithstanding the above Conditions relating to the retention of title, the goods shall be at the risk of the Customer from the time it takes delivery of the goods, provided that in the event the Company repossesses the goods in accordance with Condition 32, risk will pass to the Company upon repossession thereof.
35. From the time of delivery until ownership of the goods passes to the Customer in accordance with Condition 30(a), the Customer shall insure the Goods against all risks for their full value with a reputable insurance office to the reasonable satisfaction of the Company and provide documentary evidence of such insurance upon demand by the Company. The Customer shall hold the proceeds of any claim on the insurance policy or trust for the Company and shall immediately account to the Company with the proceeds.
36. Notwithstanding any other provision in these Conditions, the Company may bring an action against the Customer and/or its finance company for the price of the goods in the event of non-payment by the Customer by the due date even though ownership of the goods has not passed to the Customer
Lien
37. The Company shall have a general lien over all property of the Customer in its possession against all monies due from the Customer to the Company whether such property relates to the transaction giving rise to the debt or not. The Company may repossess and resell any goods over which it has a general lien in the following circumstances:
(a) On the expiry of 14 days after giving notice to the Customer of its intention so to do; or
(b) On the occurrence in relation to the Customer of any of the events specified in Condition 29.