Terms and Conditions
1. Formation of Contract
1.1 Any order sent to us by you shall be accepted entirely at our discretion, and, if accepted, will only be accepted upon these conditions (hereinafter referred to as the "conditions").
1.2 Each order which is so accepted shall constitute an individual legally binding contract between us and such contract is hereafter referred to in these conditions as an "Order".
1.3 These conditions shall override any contrary, different or additional terms and conditions (if any) contained on or referred to in an order form or other documents or correspondence from you, and no addition alteration or substitution to these terms will bind us or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on our behalf.
2.1 All goods supplied by us shall be in accordance with (i) the current edition of the relevant Product Information & Guarantee Leaflet as published from time to time by us (copies of which are available from us upon request) and (ii) those further specifications or descriptions (if any) expressly listed or set out on the face of the Order. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Order.
3.1 You shall be deemed to have accepted all goods upon their delivery by us to the address specified in the Order.
4. Delivery and Risk
4.1 The price quoted excludes delivery to the address specified in the Order, particulars of which appear in the brochure.
4.2 Any time or date for delivery given by us is given in good faith, but is an estimate only.
4.3 Risk in the goods shall pass to you upon delivery.
5. Title And Payment
5.1 We warrant that (except in relation to intellectual property rights of third parties as referred to in Condition 5.3) you have good title to the goods and that (pursuant to s.12(3) of the Sale of Goods Act 1979 or s.2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Order) we will transfer such title as it may have in the goods to you, pursuant to Conditions 5.5.
5.2 We warrant that we are not aware of any actual or alleged infringements of any intellectual property rights of third parties, which relate to the goods.
5.3 We shall have no liability to you (other than as provided in Condition 9) in the event that the goods to be supplied under the Order infringe any intellectual property rights of a third party (including without limitation by reason of their possession, sale or use, whether alone or in association or combination with any other goods). We give no warranty that the goods to be supplied under the Order will not infringe as aforesaid, and all conditions, warranties, stipulations or other statements whatsoever relating to such infringement or alleged infringement (if any) whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.
5.4 Unless otherwise stated in the Order, payment of the price of the goods comprised in each consignment delivered pursuant to an Order shall become due 30 days following the date on which that consignment is delivered.
5.5 Title to the goods comprised in each consignment shall not pass to you until you have paid to us, but even though title has not passed, we shall be entitled to sue for their price once its payment has become due.
6. Damage In Transit
6.1 We shall replace free of charge any goods proved to our satisfaction to have been damaged in transit provided that 24 hours after delivery both us and the carriers have received from you notification in writing, of the occurrence of the damage and also, if and so far as practicable, of its nature and extent.
7. Force Majeure
7.1 We shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by us to you of such cause, we shall be allowed a reasonable extension of time for the performance of its obligations.
7.2 For the purposes of this Condition, "Force Majeure" means, fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.
8.1 We shall free of charge either repair or at our option replace defective goods where the defects appear
8.1.1 if the goods are a towbar manufactured by us, during the economic lifetime of the vehicle it was first fitted to
8.1.2 in the case of all other products manufactured by us, within 3 years following the date of your Order
PROVIDED THAT (in each case) such defects shall be found to our reasonable satisfaction to have arisen substantially from our faulty design, workmanship or materials and have not arisen by reason of a failure to follow our instructions (whether written or oral), any modification misuse neglect or interference with the installation, any damage or abuse to the goods or vehicle by impact or vandalism or by a failure to carry out reasonable inspection maintenance or adjustment as described in the Product Information & Guarantee Leaflet.
8.2 In respect of all goods manufactured and supplied to us by third parties we will pass on to you (in so far as possible) the benefit of any warranty given to us by such third parties and will (on request) supply to you details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by third parties and you shall be solely responsible to the entire exclusion of us for complying with all of these.
8.3 Our liability under this Condition shall be to the exclusion of all other liability to you whether contractual, tortious or otherwise for defects in the goods and/or cost of labour or for any loss or damage to or caused by the goods and (subject to Condition 12) all other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded in particular (but without limitation of the foregoing) we grant no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the goods, whether express or implied, by statute at common law or otherwise howsoever.
9. Intellectual Property Rights
9.1 In the event that any claim is made against you for infringement of Intellectual Property Rights arising directly from the use or sale by you of the goods, we at our own expense shall conduct any ensuing litigation and all negotiations for a settlement of the claim.
9.2 The benefit of Condition 9.1 is granted to you by us only in the event that you shall give us the earliest possible notice in writing of any such claim being made or action threatened or brought against it, shall make no admission of liability or take any other action in connection therewith, shall permit us to have the conduct of the claim pursuant to Condition 9.1 and shall (at our expense) give all reasonable information, co-operation and assistance to us (including without limitation lending its name to proceedings) in relation to the conduct of the claim. In addition, if it is made a condition of any settlement by us or judgment awarded against you pursuant to Condition 9.1 you shall return or destroy, as applicable, all infringing goods still under its control subject to a refund by us of any payment for such goods already made.
9.3 For the purposes of this Condition, the capitalised term "Intellectual Property Rights" means Patents, Registered Designs, Unregistered Designs, Registered Trademarks and Copyright only, having effect in the United Kingdom.
9.4 The foregoing states that our entire liability to you and your sole and exclusive remedies against us in connection with claims based on or resulting from the infringement of intellectual property rights, of any kind whatsoever of third parties.
10.1 Both we and you shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the Order.
11. Economic Loss
11.1 Subject to Condition 12, and notwithstanding anything contained in these Conditions (other than Condition 12) or the Order, in no circumstances shall we be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues or anticipated savings or (ii) for any special indirect or consequential damage of any nature whatsoever.
12. Unfair Contract Terms ACT 1977
12.1 If and to the extent that s.6 and/or 7 (3A) of the Unfair Contract Terms Act 1977 applies to the Order, no provision of these terms and conditions shall operate or be construed to operate so as to exclude or restrict the liability of us for breach of the express warranties contained in Condition 5 or for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Order by s.12(3) of the Sale of Goods Act 1979, or s.2(3) of the Supply of Goods and Services Act 1983, whichever Act applies to the Order.
12.2 Where you are a natural person and if and to the extent that s.2(1) of the Unfair Contract Terms Act 1977 applies to the Order, nothing in these terms and conditions shall operate or be construed to operate so as to exclude or restrict the liability of us for death or personal injury caused by reason of the negligence by us or our servants employees or agents.
13. Applicable Law
13.1 The Order shall be considered a contract made in England and shall be governed in all respects by the law of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.