THE COMPANY
In these conditions:-
“the Company” means Premium Power Solutions, being a tradingname of Lynton Trailers Limited (Company Registration No. 03789362), whoseregistered office is at Unit 16, Graphite Way, Hadfield, Glossop, High Peak,Derbyshire, SK13 1QH. “the Contract ”means the contract made between theCompany and the Customer for the supply of the Goods and/or Services upon theterms set out herein. “the Customer” means the company, firm or other bodycorporate contracting with the Company for the supply of Goods and/or Servicesunder the Contract. “the Goods “means the goods to be sold by the Company tothe Customer under the Contract. “the Services” means the services to besupplied by the Company to the Customer under the Contract. “the Vehicle” meansany vehicle in respect of which Services are to be supplied.
2.GENERAL
2.01Allquotations are given and all orders are accepted on these terms, which supersedeany other terms appearing in the Company’s cataloguesor elsewhere, and shall override and exclude any other terms stipulated orincorporated or referred to by the Customer, whether in the order or in anynegotiations or consultations, or in any course of dealing established betweenthe Company and the Customer.
2.02 The Customer acknowledges that there are no representationsoutside these terms which have induced it to enter into the Contract and theseterms and those on the face hereof shall constitute the entire understandingbetween the parties for supply of the Goods and/or the Services under theContract.
2.03 No modification of these terms shall be effective unlessmade by an express written agreement between the parties. The signing by theCompany of any of the Customer’s documentation shall not imply any modificationof these terms.
2.04 The Contract shall not be concluded until the Company hasconfirmed its acceptance of its order to the Customer in writing.
3. QUOTATIONS
3.01Quotations are subject to withdrawal at any time before theconclusion of the Contract.
4. THE GOODS
4.01All descriptions and illustrations contained in the Company’scatalogues, price lists and advertisements or otherwise communicated o theCustomer are intended merely to present a general idea of the Goods and Servicesdescribed therein, and nothing contained in any of them shall form any part ofthe Contract.
5. SPECIFICATION
5.01 All Goods and Services are supplied pursuant to or in connectionwith specifications, data and documents supplied or approved by the Customer.It is the responsibility of the Customer to ensure that all such specifications,data and documents are accurate. The Company accepts no responsibility for theaccuracy of such specifications, data or documents or for any defects in theGoods, the Services or any Vehicle consequent upon any inaccuracies in suchspecifications, data or documents, or for any consequences of such defects.
5.02 It is the responsibility of the Customer to satisfy itselfas to the suitability of the Goods or Services for its needs, including but notlimited to the legality or lawfulness of the intended or actual use of theGoods or Vehicle, and the Company accepts no responsibility for the Goods orVehicle or any part thereof which are not so suitable.
5.03 The Company makes no warranty, express or implied in connectionwith any technical advice or recommendation made by it to the Customer.
5.04 It is the responsibility of the Customer to satisfy itselfthat the manufacture of the Goods or supply of the Services will not infringeany patent registered design, trademark, copyright or other similar object andthe Customer undertakes to keep the Company indemnified against all charges,penalties, damages, claims, costs and expenses for which the Company may becomeliable as a result of the manufacture of the Goods or the provision of theServices by the Company which involves such an infringement.
5.05 All patents, registered designs, trademarks, copyright orsimilar rights appearing in, existing in, created by. or arising out of the manufactureof the Goods or performance of the Services by the Company shall belong to theCompany absolutely.
6. THE PRICE
6.01Subjectto the provisions of Clause
6.02 prices for the Goods and Services shall be those set outin the Contract and shall not, unless otherwise specified by the Companyinwriting, include delivery, packing, or loading. 6.02 The Company reserves theright to increase the price of the Goods and Services before delivery: (i) in theevent that there is an increase in the cost to the Company of manufacturing oracquiring, of the Goods or in carrying out the Services.(ii) by the cost of labouror in respect of any other costs incurred by the Company to render the Vehicleready or accessible for Services to be performed: or (iii) in the event thatthe Services prove to be more extensive or expensive than was reasonably apparentto the Company’s representatives at the time of the giving of the Company’s quotationfor the Services.
7.CANCELLATION
7.01The Customer may not cancel the Contract without the consent of the Company, whichmay impose any conditions upon its consent at its discretion and consent shallin any event be deemed to be on the express condition that the Customer shallindemnify the Company against all loss, damage, claims or actions arising outof such cancellation and pay to the Company all sums due in respect of all workundertaken and materials purchased under the Contract to the date of cancellationbut in any event not less than 25%. Upon cancellation the Company shall beentitled to forfeit any monies paid to it by the Customer under the Contract.
7.02 The customer may terminate a services contract byissuing a Termination Notice to Premium Power Solutions at any time on 3 months writtennotice. Such notice shall not be served within one (1) year of the ActualServices Commencement Date. Should the customer terminate the contractthen the customer shall pay Premium Power Solutions for completed and/orscheduled services plus a termination payment of 10% + VAT of the previous yearannual contract value
8. PAYMENT
8.01 Payment for the Goods and/or Services shall be net cashon collection/delivery.
8.02 Without prejudice to the right of the Company to paymentin accordance with the terms of payment above, the Company shall at its discretionhave the right to charge interest in respect of all or any outstanding sumsfrom the due date for payment until payment in full (including all interestdue) is received by the Company and shall be payable at the rate of 3 per centper annum over the base lending rate for the time being of Lloyds Bank PLCwhich shall accrue from day to day.
8.03 Ifpayment is overdue in whole or in part the Company may (without prejudice to anyof its other rights) serve written notice on the Customer that it will forthwithrecover and re-sell all the Goods or any of the Goods and may enter upon theCustomer’s premises for that purpose.
8.04 If the Company shall extend credit in respect of any partof the Goods or Services it shall be without prejudice to its right to refuseto give up possession of any part of the Goods, or the Vehicle except againstpayment.
8.05 Where the Goods and Services are to be supplied or paymenttherefor is to be made by instalments the failure of the Customer to pay anyinstalment in due time shall entitle the Company to treat such-failure as arepudiation of the Contract by the Customer and to recover damages for any breachof the Contract.
8.06 If payment is overdue in whole or in part then the wholeof any amounts outstanding to the Company shall immediately become payablewhether or not such monies would have been payable at that time but for theprovisions of this sub-clause.
9. LIEN
9.01 In the case of any Contract which includes the supply ofServices, the Company shall have the right to refuse to give up possession ofthe Vehicle or any other Goods which are the property of the Customer and arein the possession or control of the Company until all sums due to the Companyunder the Contract or any other contract between the Customer and the Companyhave been paid.
10. DELIVERY
10.01 All dates for delivery of the Goods or performance of theServices are given in good faith and based on information available to the Companyat the time that they are given. The Company shall in no circumstances beliable to compensate the Customer in damages or otherwise for late delivery ofthe Goods or late performance or of the Services or any of them for whatever reasonor for any loss consequential or otherwise arising therefrom.
10.02 The Company will notify the Customer in writing that theGoods are ready for delivery or of the completion of the performance of the Services.The Customer shall collect the Goods or the Vehicle from the Company’s premisesduring normal business hours within 7 days from the date of suchnotification.
10.03 Should the Customer fail to collect the Goods or the Vehiclewithin the period stipulated in the preceding sub-clause, the Company may atits sole discretion elect to store the same. All charges and costs arising fromsuch storage shall be payable by the Customer on the terms of Clause 8above,
10.04 Should the Company be prevented from or hindered in deliveringthe Goods or Vehicle or performing the Services or any part thereof by reasonof any cause beyond the Company’s control, the time for delivery or performanceshall be extended by a period equal to that during which the cause preventingor hindering delivery exists.
10.05 Should the Company be prevented from delivering part ofthe Goods or performing part of the Services by reason of any of the causes specifiedin the preceding sub-clause, the Company shall deliver or perform and theCustomer shall take and pay for such part of the Goods and Services as the Companyshall be able to deliver or perform in accordance with the Contract.
10.06 Delivery shall be deemed to take place upon the earlierof:- (i) the collection of the Goods or the Vehicle by the customer; and (ii)the expiry of the period of 7 days from the date of the notice given undersub-clause 2 of this clause.
10.07Risk in Vehicles which are other than Goods for the purposesof these terms shall at all times remain in the Customer.
10.08 The Company shall not be liable for any loss of any kindto the Customer arising from any damage to the Goods occurring after the riskhas passed to the Customer howsoever caused, nor shall any liability of theCustomer to the Company be diminished or extinguished by reason of such loss
10.09 The Company may at its option cancel or suspend (or suspendand later cancel) all further deliveries of Goods or performance of Servicesunder the Contract in the event of delay by the Customer in making any paymentdue hereunder or under any other contract between the Company and the Customer,or in the event that the Customer, being a natural person, shall die or becomebankrupt, or, being a company shall enter into liquidation or have a receiveror administrative receiver appointed of its undertaking property or assets orany part thereof or shall enter or offer to enter into any agree mentorcomposition with his or its creditors, or suffer the presentation of a petitionfor the appointment of an
administrator or in the event that anything similar or analogousto any of the foregoing shall occur under the laws of any jurisdiction in whichthe Customer is incorporated, resident or carries on business.
11. PASSING OF RISK AND PROPERTY
11.01Riskof loss or of damage to the Goods shall pass to the Customer at the time theGoods are deemed delivered to the Customer. 11.02 Property in the Goods shallnot pass to the Customer until the whole of the price has been paid, and untilpayment the Customer shall hold the Goods as bailee for the Company and thefollowing provisions of this Clause 11 shall apply.
11.03 The whole of the price shall not be treated as paid untilany cheque, bill of exchange or other instrument of payment given by the Customerhas been met on presentation or otherwise honoured in accordance with itsterms. The Company may sue for the whole of the price at any time after it hasbecome payable.
11.04 Payments shall be applied to invoices in the order in whichthey were issued and to Goods in the order in which they are listed in invoices.
11.05 In the event of any sale or other disposition of the Goodsby the Customer, the Customer shall, subject to Clause 11.06, hold on trustfor the Company the whole of the proceeds.
11.06 The trust declared in Clause 11.05 shall be void if andto the extent that a trust in like terms arises by operation of law in favourof the Company.
11.07 The Customer shall not:- ï (a) pledge the, Goods or allowany lien to arise thereon; (b) deal with or dispose of the Goods or any interesttherein other than by a sale to an independent purchaser buying for full valuein the ordinary course of the Customer’s business; (c) hold itself out as theCompany’s agent in respect of the Goods.
12. INSPECTION OF GOODS
12.01 The Customer shall inspect the Goods or the Vehicle immediatelyon delivery thereof and shall within seven days from such delivery give noticeto the Company of any matter or thing by reason whereof the Customer may allegethat the Goods or Services are not in accordance with the Contract or aredefective in material or workmanship. If the Customer shall fail to give suchnotice the Goods the Vehicle or the Services shall be conclusively presumed tobe in all respects in accordance with the Contract and free from any defectwhich would be apparent on reasonable examination of the Goods or the Vehicleand the Customer shall be deemed to have accepted the Goods or the performanceof the Services accordingly.
13.DEFECTS
13.01 The Company shall at its sole discretion repair or replaceany Goods or part thereof of its manufacture which may prove defective due todefects in material or manufacture but excluding defects which arise from wearand tear, incorrect installation, defects in design from any cause, abnormalconditions of working, accident, lack of proper maintenance or rewiring, misuseor neglect provided that: (a) notice in writing of such defect is given to theCompany within 12 months of the date of delivery and in the case of repaircontracts within 6months of the date of delivery; and (b) the Customer shallhave complied with all other obligations upon it under the Contract. In thecase of the Goods not of the Company’s manufacture, the Company undertake touse reasonable endeavours to require the manufacturers of such Goods to carryout their guarantee or other legal obligations in respect of such defects orfaults. (c) The Customer wherever practical must return the product to thePremium Power Solutions Dealer from whom it was purchased. In specialcircumstances however, it may be necessary to return the unit to the factory.
14. LIMITATION OF LIABILITY
14.01 These terms set out the Company’s entire liability in respectof the Goods and Services, and the Company’s liability under these terms shallbe in lieu and to the exclusion of all other warranties. conditions, terms andliabilities express or implied statutory or otherwise in respect of the qualityof the Goods or Services or otherwise howsoever except any implied by law orstatute and which by law or statute cannot be excluded. Save as provided inthese terms and except as aforesaid the Company shall not be under anyliability, whether in contract, tort or otherwise, in respect of defects in theGoods or Services or failure to correspond to specification or sample or forany injury, damage or loss resulting from such defects or from any work done inconnection therewith.
15. SUPPLY OF INFORMATION
15.01 Any information from the Customer necessary to enable theCompany to proceed with any order must be furnished within reasonable time andfailure to furnish the information to the Company within 14 days after writtennotice requiring the same shall entitle the Company at its option to rescheduledelivery and to amend the standard price to include any increases in the costswhich may be caused by the delay on the part of the Customer.
16. INDEMNITY
16.01TheCustomer shall indemnify the Company in respect of all damage, injury or lossoccurring to any person or property and against all actions, suits, claims,demands, charges or expenses in connection therewith arising from the conditionor use of the Goods or the Vehicle in the event (and to the extent)that thedamage, injury or loss shall have been occasioned partly or wholly by thecarelessness of the Customer or its servants or agents or by any breach by theCustomer of its obligations to the Company hereunder
17. WAIVER
17.01 The Customer hereby waives any and all existing and futureclaims and set-off against any payment due hereunder and agrees to pay suchpayments regardless, of any equity, set-off or cross claim the Customer mayhave against the Company.
18. FORBEARANCE
18.01Noforbearance, indulgence, time or relaxation on the part of the Company grantedto the Customer in respect of any of these terms and conditions shall in anyway affect, diminish, restrict or prejudice rights or powers of the Companyhereunder or operate as or be deemed to be a waiver of any breach by theCustomer of these terms and conditions.
19.SEVERANCE
19.01 In the event of any of the within written terms and conditionsbeing determined to be invalid, unlawful or unenforceable to any extent, suchterms or conditions shall be severed from the body of the Contract and theremainder of the Contract shall continue to be valid and enforceable to thefullest extent permitted by law.
20. FORCE MAJEURE
20.01 The Company shall be relieved of all liability otherwisearising under these conditions to the extent that it shall be unable to carryout any of its obligations hereunder by reason of wars, strikes, lockouts,governmental controls or restrictions, non-availability of goods or personnelor any other cause whatsoever beyond the Company’s control
21.ASSIGNMENT
21.01The Customer shall not assign any benefit under the Contractwithout the consent in writing of the Company, which may be given on such termsas to guarantee or indemnity or otherwise as the Company thinks fit.
22. NOTICES
22.01 Any notice given under or pursuant to the Contractmaybe sent by hand or by post or by registered post or by the recorded deliveryservice or transmitted by telex, telegram or other means of telecommunication resultingin the receipt of a written communication in permanent form and if so sent ortransmitted to the address of the party shown on the order or such otheraddress as the party may by notice to the other have substituted thereforeshall be deemed validly and effectively given on the day when in the ordinarycourse of the means of transmission it would first be received by the addresseein normal business hours.
23. PROPER LAW
23.01TheContract shall be governed by and interpreted in accordance with English Law,and the Customer submits to the jurisdiction of the High Court of Justice inEngland, but the Company may enforce the Contract in any court of competent jurisdiction.
