Terms for the Sale of Goods (2000 Edition)
1. The following terms comprise the contractual terms between the Company and the Customer for the supply of services or sales of goods by the Company. No other terms apply unless varied in writing by the Company and the Customer. Any variation is binding on the Company only is signed by a director or other duly authorised officer of the Company.
In these terms the following expressions have the following meanings:
“Company” C.J. Leonard & Sons Ltd.
“Contract” the Order, these trading terms and any other document agreed by the Company in writing as forming part of the contract
“Customer” the purchaser of Goods whose order is accepted by the Company
“Goods” the vehicle, plant, machinery for supply by the Company specified in the Order and where appropriate any services supplied by the Company
“Interest Rate” the greater of:
(a) the Law Society’s interest rate from time to time; or
(b) such interest rate as prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 if the Customer is a company to which such applies
“Mileage Limit” the Mileage Limit as set out in the Order.
“Order” the completed order document overleaf which evidences the acceptance by the Company of the Customer’s offer to purchase Goods
“Vehicle” means a vehicle or other plant specified in the Order into which Goods are to be installed
“Warranty Period” the Warranty Period as set out in the Order
The contract comprises these terms and the Order. No other terms, representations, warranties, information or advice given orally or in writing or in the Company’s or manufacturer’s publicity material is of effect unless referred to in the Order, Once any Order has been made the Customer and
accepted by the Company a legally binding Contract is made and cannot be revoked by either party. The Company does not warrant to the Customer that the Company provide or is able to produce financing in relation to the purchase of the Goods.
4.1 The price of the Goods is set out in the Order. The price is quoted exclusive of VAT and any other duties or taxes unless specifically stated. Prices include standard packaging if appropriate.
4.2 Within the UK prices are stated ex works unless otherwise agreed between the Customer and the Company.
5.1 Payment in full is required within 30 days from the date of invoice. If full payment is not made on the due date, the Company may charge interest on the outstanding balances at the Interest Date from the date of invoice to the date of payment whether before or after judgement.
5.2 The Customer may not withhold payments of any invoice by reason of any right of set off or any claim or dispute with the Company.
5.3 Without prejudice to any other rights of the Company if the Customer fails to make payment when due, the Company is entitled forthwith to cancel the Contract.
6. Delivery and Installation
Dates and times given for delivery or installation of Goods are estimates and are not a condition of this contract and the Company is not liable for any delay in the delivery of Goods howsoever caused. Time is not of the essence.
Risk of loss, damage or destruction of the Goods passes to the Customer on delivery of the Goods. If the Customer wrongfully fails to accept delivery, risk passes when the Goods are tendered.
8. Retention of Title
8.1 Title to the Goods is retained by the Company until the Company has received in cleared funds payment in full of the price of all Goods supplied by the Company to the Customer. The Customer holds all Goods owned by the Company as the Company’s fiduciary agent and bailee. Until payment the Customer must take all necessary measures for the protection of the Goods including insurance. The customer must maintain records of the location of the Goods so they remain easily identifiable. The Company may at any time if payment is overdue enter the Customer’s premises for the purpose of recovery of the Goods and all costs and expenses reasonably incurred by the Company in connection with that recovery shall be paid by the Customer.
8.2. To the extent that Goods are incorporated into other goods owned by the Customer or some other third party, the product becomes or shall be deemed to be owned in common with that other person.
9.1 It the Company carries out the installation of Goods into a Vehicle, the Company warrants in respect of Goods fitted by the Company to the Customer that it will install the Goods with all reasonable skill and care.
9.2 Subject to clauses 9.3 and 9.4 and 9.7 the Company agrees:
(a) to replace any faulty or defective Goods installed on any Vehicle where the fault or defect is reported to the Company within the Warranty Period (fair wear and tear excepted);
(b) to repair damage to any internal working components of the engine of any Vehicle which is proved to the satisfaction of the Company to be directly and either wholly or substantially attributable to the defect in the Goods reported to the Company within the Warrant Period or within the period over which the relevant Goods are used within the Mileage Limit.
(c) with respect to new Goods purchased by the Company from a manufacturer, no warranty or guarantee is given save
(i) to assign to the Customer the benefit of the manufacturer’s warranty and
(ii) subject to the terms of that warranty (and in particular, without limitation, any qualification or limitations contained in the manufacturer’s warranty) to repair faulty or defective goods but so that this shall not include any liability for consequential or financial loss, loss of production costs or loss of profit to the Customer.
9.3 The Company is liable under the warranty in clause 9.2 only if:
(a) the Company is satisfied that the Customer has only used a diesel engine oil recommended by the Vehicle manufacturer; and
(b) the Customer has carried out no work, repair or dismantling of the Vehicle or
Goods or any part of the Vehicle or Goods at any time after the Customer
discovers an alleged defect attributable to the Goods; and
(d) the Customer has paid for the Goods in full; and
(e) the Customer is able to demonstrate (by production of full dealer or
manufacturer’s service documents) that the Vehicle or Goods have been
properly maintained, serviced and used with reasonable care; and
(f) the Goods were installed by the Company or an approved dealer appointed by the Company; and
(g) the Company received from the dealer or the Customer within 1 month of
delivery or installation of the Goods and the warranty registration card duly
dated and stamped.
9.4 The warranty in clause 9.2 does not extend to any loss or damage to electrical components, water pumps, starter motors, alternators, thermostats, air conditioning system or fans, pulleys, timing belts or chains, all gaskets or joints, transmissions, drivelines, linkages, axles, cables or related parts.
9.5 The Company may (but is not obliged) in the event of the Vehicle being non-operational in circumstances where the warranty in clause 9.2 operates, provide a substitute vehicle for a period not exceeding 7 days to allow for the ordering and fitting of equipment and/or the repair of the Vehicle. Any business or trading losses consequential on any alleged breach of this claim shall be limited to the cost of hiring a substitute vehicle.
9.6 The Company shall indemnify the Customer if the Unfair Contract Terms Act 1977 and the Unfair Contract Regulations 1994 apply to the supply of the Goods, against liability for personal injury or death directly attributable to the negligence of the Company.
9.7 Save as set out in clause 9.6 the Company shall not be liable to the Customer and notwithstanding the invalidation of any manufacturer’s guarantee due to the installation of the Goods and in particular but without limitation the Company is not liable:
(a) where the Goods originally fitted by the Company have been removed from the Vehicle in which it was installed by the Company and fitted into another vehicle or plant; or
(b) for any other damage to the Vehicle other than damage to the internal
components of the engine attributable to the failure of the Goods; or
(c) for loss of profit consequent of any alleged breach; or
(d) for more than the costs of the Goods (excluding legal costs) with respect to any one claim.
9.8 The Company is entitled at its discretion to repay the price for Goods and make a payment in lieu of damages if it determines not to replace the Goods or repair the same.
10.1 The Company does not accept any responsibility for errors and omissions that may be present in the software provided by the manufacturers of any computerised systems which might be used to provide estimated repair costs, valuations, servicing information or vehicle background histories, nor in any relevant publications similarly used.
10.2 The Company does not accept any responsibility for errors in parts prices information obtained from dealers or manufacturers who from time to time may be called upon to provide such information where said prices are not readily available from the computer software utilised by the Company.
10.3 The Company does not accept any liability howsoever caused where the loss is a direct or consequential result of a failure on the part of the Customer to provide information in accordance with clause 7.
10.4 To the extent permitted by law the Company shall not be responsible in tort or contract or otherwise for any loss or damage suffered or incurred by the Customer Services whether direct or consequential for failure to complete any of the or inconvenience of any kind or any cost or expense which in any way arises out of or relates to any breakdown or failure of or any repairs to the Goods including without limitation the negligence or breach of contract or lawful act or default of the Company.
11. Rights of Third Party
All rights in the terms are only intended to be enforceable by the Company or the Customer
and these terms do not and are not intended to create third party rights as under the Contracts (Rights of Third Parties) Act 1999.
12. Force Majeure
The Company shall not be liable in any way for any failure to perform its obligations or for any loss, damage or delay incurred by the Customer resulting from circumstances beyond the Company’s reasonable control.
Failure by either party to exercise any of its rights shall not be a waiver or forfeiture of such rights. Any express or implied waiver by either party of any term or condition of this Contract or of any breach by the other may be terminated by the first party at any time. No such waiver shall constitute a continuing breach nor shall it prevent the other party from acting upon that or any subsequent breach or from a foregoing term or condition of this Contract.
Should any provision of this Contract become illegal or void for any reason, the validity of the remaining provisions shall not be affected and the parties shall enter into negotiations in good faith to find a replacement for the provision which is of similar economic effect.
15. Governing Law
This contract is in all respects governed by English Law.
The benefit, subject to the burden of this Contract shall be assignable by the Customer to an institutional lender or finance company approved by the Company (such consent not to be unreasonably withheld) or by the Company.