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Terms & Conditions
TERMS FOR THE SALE OF VEHICLES AND FOR THE SUPPLY OF SERVICES
| 1. | Interpretation "Customer" means the person named overleaf. "Company" means Adams Morey Ltd. "Parts" means any parts (including any instalments) sold by the Company or used or supplied by the Company in connection with the sale of a vehicle or the supply of any Services. "Vehicle" means any new or used heavy or light commercial vehicle or van including all accessories. "Services" means the service and/or repair of any Vehicle including warranty work or breakdown and roadside assistance services or any other services carried out by the Company for the Customer "Terms means the terms for the sale of a Vehicle. Parts or for the supply of Services set out in this document. "Quotation" means a quotation inwriting signed by the Customer and the Company which is accepted by the Customer within the acceptance period stated in the Quotation. "Order" means an order by the Customer for the purchase of a Vehicle, Parts or the provision of Services which is accepted by the Company in writing. "Contract" means the Contract for the sale and purchase of any Vehicle, Parts or the provision of Services. |
| 2. | The Contract Specification and Orders |
| 2.1 | The Vehicle, Parts or Services will be sold or supplied by the Company to the Customer on these Terms and in accordance with the Quotation or Order. No other terms or any variation to the Terms shall apply unless set out in writing and signed by the Customer and the Company. The Customer understands and confirms that any employee or agent of the Company has no authority to make any representation about the Vehicle, Parts or Services nor shall theCompany be liable for any advice or recommendations given by it or its employees or agents to the Customer as to the Vehicle Parts or Services unless confirmed in writing. |
| 2.2 | Any error or omission in any document or information issued by the Company or other person shall be subject to correction without any liability on the parts of the Company. |
| 2.3 | The Customer shall be responsible for the accuracy of the terms of any Order (including the specification). |
| 2.4 | If the manufacturer or supplier discontinues the sale of any Vehicle or Parts or alters the specification the Company reserves the right (without any further liability on the part of the Company) to deliver in satisfaction of this Contract a Vehicle or Parts conforming to the manufacturer's or supplier's specification prevailing at the time of delivery or fit another Part, or cancel this Contract and refundto the Customer either any deposit or part exchange allowance paid by the Customer. |
| 2.5 | No Order or Quotation may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs damages and expenses incurred by the Company as a result of cancellation. |
| 3. | Prices and Payment |
| 3.1 | The Company may require a deposit. Unless there is a written agreement for a fixed price the price for a Vehicle or Parts shall be the price applicable on delivery. If the manufacturer of a Vehicle or supplier of any Parts increases their prices, the Company reserves the right to increase the price. The price for any Services shall be the price applicable on completion of such Services. All prices shall be payable together with value added tax and (where appropriate) delivery, transport and insurance charges. |
| 3.2 | Any estimates given by the Company shall be provisional. The Company shall use all reasonable endeavours to obtain the authority of the Customer for any substantial divergence from the estimate given. |
| 3.3 | Payment in cash or cleared funds for the sale of Parts or the supply of services shall be due within 20 days after month of invoice date. Payment of vehicle sales shall be made prior to or on the delivery of vehicles. Prompt payment of all sums due shall be of the essece of this Contract. |
| 3.4 | If the Customer fails to pay any sum due on the due date for payment the Company shall be entitled to charge the Customer interest at the rate of 4% a year above (National Westminster Bank) Base Rate from time to time until payment is made in full. Such interest shall be payable both before and after any legal judgement the Company may obtain against the Customer. |
| 3.5 | The Customer shall not be entitled to withhold payment of any sums after they have become due by reason of any right of set off or counter-claim or for any reason whatsoever. |
| 3.6 | In addition to the Company's lien for repairs, the Company shall have a general lien on all property of the Customer in the possession of the Company pending payment of all sums due and after 14 days notice shall have the right to sell any of the Customer's property as agent for and at the expense of the Customer and apply all proceeds of sale towards payment of such sums. |
| 4. | Delivery and risk |
| 4.1 | In the absence of any express agreement delivery shall take place when collected by the Customer following the Company's notification that the Vehicle, Customer's vehicle or Parts are ready for collection. The date for delivery shall not be of the essence of this Contract unless agreed in writing. Risk shall pass to the Customer on delivery. Any time or date for completing the Services shall be an estimate only and the Company shall not be liable for any failure to complete the Services within such time or date. |
| 4.2 | Parts may be delivered in instalments. Failure by the Company to deliver any of the instalments in accordange with these Terms shall not entitle the Customer to treat the Contract as a whole as repudiated. Claims for shortages or discrepancies or loss or damage of Parts in transit will not be accepted unless notified to the Company and (if appropriate) the Company's carriers within 48 hours of receipt and confirmed in writing within 7 days after receipt. Packaging and damaged parts shall be retained for inspection. |
| 4.3 | Following delivery, the Customer will inspect any Vehicle or Parts. Unless the Customer notifies the Company within 48 hours of delivery of any defect the Customer will be deemed to have accepted it. After acceptance, the Customer shall not be entitled to reject a Vehicle or Parts which are not in accordance with this Contract. |
| 5. | Retention of title |
| 5.1 | Any Vehicle or Parts supplied by the Company to the Customer shall remain the sole and absolute property of the Company until the Customer has paid to the Company in cash or cleared funds the price in full together with the full price of any other vehicle, part(s) or services agreed to be sold by the Company to the Customer for which payment is then due. The Customer acknowledges that it is in possession of the Vehicle or Parts solely as a fiduciary agent and bailee of the Company until payment. |
| 5.2 | The Customer will store protect and maintain records of the Vehicle or Parts on its own premises in a manner which makes them readily identifiable as the property of the Company and shall keep them insured in their full replacement value. |
| 5.3 | Until the Customer becomes the owner of the Vehicle or Parts, the Company shall be entitled at any time to requir the Customer to deliver up the Vehicle or Parts to the Company and if the Customer fails to do so forwith the Company shall have the right to enter upon the premises of the Customer or any third party where such Vehicle or Parts are stored and repossess them. The Customer shall indemnify the Company against any liability which the Company may incur in connection with the taking or attempting to take possession of them. |
| 5.4 | Whilst the Company retains title to the Vehicle or Parts, the Customer may sell the Vehicle or Parts as the Company's undisclosed agent. |
| 5.5 | The Customer may not pledge or in any way charge as security for any indebtedness any Vehicle or Parts which remain the property of the Company. |
| 6. | Company's warranties and liabilities |
| 6.1 | The Company shall be liable for death or personal injury resulting from its negligence and for any breach of Section 12 of the Sale of Goods Act 1979. |
| 6.2 | Where the Customer deals as a consumer within the meaning of the Unfair Contract Terms Act 1977, the Company shall be liable for any brech of the terms set out in Sections 13, 14 and 15 of the Sale of Goods Act 1979 insofar as such terms are implied in this Contract. |
| 6.3 | Subject to clauses 6.1 and 6.2 above all representations (other than fraudelent misrepresentations), warranties, conditions or other terms which are either expressly given or implied by statute or common law are excluded from this Contract and the Company shall not be liable for any loss or damage whether caused by the negligence of the Company, its servants or agents or however caused. |
| 6.4 | The Company shall in no circumstances whatsoever be liable for any loss of profit, business or production or any similar loss or damage, where direct of indirect, or consequential or however caused. |
| 6.5 | If the Company is held liable under any provision of clause 12, then save for claims under clause 6.1 or 6.2 above the Company's liability shall be limited to the price of the Vehicle, Parts or Services under this Contract; and no claims arising out of this Contract may be brought more than one year after the Customer becomes aware of the claim. |
| 6.6 | The Company shall not be liable to the Customer for any delay or failure to perform any of the Company's obligations if the delay or failure was beyond the reasonable control of the Company. |
| 6.7 | Save for claims under 6.1 or 6.2 the Customer shall indemnify the Company in respect of any costs, claims, loss or liability made or incurred by any person in connection with the Vehicle, Parts or Services. |
| 7. | Manufacturer's warranty |
| 7.1 | Each new Vehicle and any new Parts supplied by the Company under this Contract have the benefit of a manufacturer's warranty. A copy of the full terms are available on request. |
| 8. | Termination following Customer's default |
| 8.1 | If any of the following events occur, the Company may cancel this Contract; or suspend any further supply of any Vehicle or Parts; or discontinue the performance of any Services; or cancel any credit arrangements. The price for each Vehicle or all Parts ordered (whether or not delivered) and for all Services that have been performed shall become immediately due and payable. |
| 8.1.1 | if the Customer fails to pay any sum due on the due date under this or any other contract made with the Company: |
| 8.1.2 | if the Customer breaks any other term of this Contract (other than in clause 8.1.1. above) and (if capable of remedy) fails to remedy the breach within 7 days of receipt of a notice from the Company requiring the Customer to do so: |
| 8.1.3 | if the Customer dies; ceases to carry on business; or is unable to pay its debts within the meaning of the Insolvency Act 1986; or a petition is presented for bankruptcy or an interim order; or the Customer makes any arrangement with creditor: |
| 8.1.4 | if the Customer convenes a meeting of its creditors; or if a proposal is made for a voluntary arrangement or any scheme or arrangement for the benefit of creditors; or an administrator, receiver, or administrative receiver is appointed over any of its assets; or a petition is presented for an administration or winding up order: |
| 9. | General |
| 9.1 | Any notice shall be in writing addressed to the addressee at its registered office or principal place of business. |
| 9.2 | The Company contracts as principal and not as agent. The Company may appoint an independent contractor to perform all or any part of this Contract for the Company. The Customer shall not assign this Contract. |
| 9.3 | Any failure by the Company to exercise any of its rights shall not be a waiver of the Company's rights. If any of the provisions in this Contract are found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected. |
| 9.4 | This Contract shall be governed in accordance with English Law and all disputes relating to it shall be decided by the English Courts. |