1.1 The issue of an order to Sussex Auto Parts Ltd, (“the Company”), shall be deemed to constitute acceptance by any buyer (“the Consumer”) of the prices prevailing at the time of delivery and the following terms and conditions.
1.2 No variation or modification of any of these terms and conditions shall be valid or effective save to the extent the Company agrees in writing. These conditions shall be deemed to be accepted by the Consumer as overriding any alternative terms and conditions embodied in the Consumer’s order.
2.1 Failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such rights, nor operate so as to bar the exercise or enforcement at any time or times thereafter.
2.2 Any notice hereunder shall be deemed to have been duly given if sent first class post, or email to the party concerned at its last known address. Notices sent first class post shall be deemed to have been given 4 days after despatch and notices sent by email shall be deemed to have been given on the date of despatch.
2.3 The contract shall in all respects be governed by and construed in accordance with the laws of England and the parties hereby submit to the jurisdiction of the English courts.
3. QUOTATION AND CONTRACT
3.1 A quotation by the Company does not constitute an offer and may be revised or withdrawn at any time prior to the Company’s acceptance of the Consumer’s order which shall constitute the offer.
3.2 The Consumer’s order whether verbal or written shall not be deemed to have been accepted by the Company until written acceptance has been issued by the Company. Accepted orders are binding and may not be amended without the Company’s consent.
3.3 The Company’s acceptance of the Consumer’s order shall be conditional upon approval of the Consumer’s credit. Where such approval has not been given cash must accompany the order.
4.1 Prices payable for the goods shall be the amount shown on the Company’s invoice.
4.2 The Company may at any time revise prices to take into account any increase in the Company’s costs (including but not limited to the cost of raw materials, labour, transport or other overheads, any tax, duty or other levy and variation on exchange rates).
4.3 Unless otherwise specified VAT and any other tax or duties payable by the Consumer shall be added to the price.
Save as provided in clauses 3.3 and 13 herewith: –
5.1 All prices are quoted on the understanding that payment for the goods and or services supplied is made on invoice.
5.2 For Consumers who are Account Holders –
5.2.1 Payment of invoices shall be made in full without deductions or off set not later than 30 days after the invoice date, unless otherwise stated on the acceptance of order. Time shall be of the essence in relation to payment.
5.2.2 Any extension of credit to the Consumer may be withdrawn or altered at any time without notice.
5.2.3 If payment of an invoice or any part thereof is not made by the due date, the Company shall be entitled: –
(i) to withhold further deliveries of goods without incurring any liability whatever to the purchase; and/or
(ii) to require payment in advance of delivery of undelivered goods or future orders; and/or
(iii) to charge interest at the option of the Company on overdue accounts at the annual rate of 4% above Bank of England base rate to run from the due date for payment thereof until receipt by the Company of the full amount, whether or not after judgement, and or
(iv) to place the debt in other hands for collection.
5.2.4 The Consumer will be responsible of all reasonable costs incurred in the event of a returned cheque or direct debit payment.
5.2.5 The Consumer (if a Company, then the directors, personally) is/are responsible for ensuring that payment is received.
5.3 For all other Consumers –
5.3.1 Payment of invoices shall be made in full without deductions or off set immediately before despatch.
6. TITLE AND RISK
6.1 The risk in the goods shall pass to the Consumer upon delivery but title and beneficial ownership thereof shall remain with the Company until it has received full payment of all outstanding debts, or until prior resale of the goods, in which case the Company’s beneficial entitlement shall attach to the proceeds of the resale pending full payment. Throughout the period of the Company’s beneficial ownership, the Consumer shall in his fiduciary capacity hold such goods and any proceeds or claim arising there from, for the Company’s benefit.
6.2 If any of the Company’s goods should become constituents of or be procured or converted into other products, while subject to the Company’s beneficial ownership, the Company shall have title to and beneficial ownership of such completed products.
7.1 Goods will be packed without additional charge at the discretion of the Company either in cartons, pallets or unless otherwise specified.
8. DELIVERY AND CARRIAGE
8.1 The Company will make every reasonable endeavour to deliver in accordance with delivery quoted, but does not undertake to deliver on a specific date or in the quantity specified by the Consumer unless prior arrangement and mutual agreement in writing. Such failure shall not entitle the Consumer to refuse acceptance of the goods or the Company liable for any loss of any kind (which for the avoidance of doubt includes consequential loss or damage).
8.2 Force Majeure: –
(a) If the Company is prevented directly or indirectly result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by a reason of circumstances or events beyond the Company’s reasonable control including but not limited to Act of God, or riot, strike, lock out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, material or transport or other circumstances affecting the supply or the manufacturer of goods by the Company’s normal means or the delivery of the goods by the Company’s normal route or means of delivery, it shall be under no liability to the Consumer.
(b) Unless otherwise expressly agreed, the Company may effect delivery in one or more instalments and where delivery is effected by instalments, each instalment shall be treated as a separate contract.
(c) If a limited quantity of goods is available to the Company by reason of such circumstances or events the Company may apportion the available quantity between its Consumers at its discretion.
9. CANCELLATION, RETURNS & WARRANTY
9.1 Providing the goods have been correctly supplied by the Company, no goods may be returned for credit by the Consumer unless:
(a) the Company is informed in writing or by email within 7 days of the Consumer’s receipt of the goods that the Consumer wishes to return the goods for credit, however, after 7 days the Company reserves the right not to accept Goods supplied for return.
(b) the Goods are returned to the Company within 21 days of the Consumer’s receipt of the Goods.
(c) the cost of the return of the Goods is borne by the Consumer.
(d) the Goods and their packagings are in good, sound and saleable condition on receipt by the Company.
(e) the Consumer does not use the return of any Goods as a reason for delaying payment of any invoice associated with the Goods.
9.2 Providing the above conditions are met, the Company will credit the Goods at the original invoice prices less a handling charge to be applied at the Company’s discretion.
9.3 Goods are items bought from the Company still unopened and in original packaging with no damage of any kind and must be accompanied with the proof of purchase.
9.4 After 28 days the Company will no longer issue credit for any returns of Goods under any circumstances.
9.5 The Consumer may not cancel or suspend any order which has been accepted by the Company without the Company’s specific written consent and only then on terms which will fully indemnify the Company against any and all loss or expense resulting there from.
9.6 The advice note or invoice number must accompany all claims and returned goods.
9.7 Old core must be returned within one month, be the same as the original, in the original packaging and be suitable for re-manufacture, otherwise no credit will be given. Parts where an old unit is requested for return will be subject to a surcharge, the said surcharge will be subject to VAT where applicable.
9.8 All claims/returns within the Warranty system must be accompanied by a completed Warranty Claim Form. Parts are covered by manufacturers guarantee with the following exceptions, evidence of abnormal conditions of use including rally driving, taxi driving, racing, pace making, towing and/or evidence of neglect, abuse, misfitting, unauthorised repair or operation in abnormal conditions or applications. Use of incorrect fluids will also void warranty.
9.9 Our liability shall be limited to repair and replacement of defective parts or machinery only and shall not form the subject of any claim on labour machining costs or other expenditure thereon or the resulting loss or damage arising there from. We shall not be liable to any expense incurred in removing a product from or refitting a new or repaired product to a motor vehicle. A handling charge may be made on products examined by us and found not to be defective. Any goods returned to us for any reason other than warranty will be subject to our latest returns policy, which is available on request.
9.10 No representation or warranty is given as to the suitability or fitness of the Goods for any purpose, even though that purpose may be known.
9.11 The Company upon request will assign to the Consumer the benefit of any warranty it has in respect of goods manufactured by a third party and supplied by the Company.
9.12 All products supplied are warranted free from manufacturing defect. Any parts claimed as defective must be returned carriage prepaid for inspection with a written explanation certifying how installed and subsequently operated. Liability is limited to the replacement of parts only.
10. THIRD PARTY RIGHTS
10.1 The Consumer shall indemnify the Company against any and all liabilities, claims and costs incurred by or made against the Company as a direct or indirect result of carrying out any work required to be done on or to the goods in accordance with the requirements or specifications of the Consumer involving any infringement or alleged infringement or any rights of any third party.
10.2 The Company’s liability to the Consumer in the event of goods infringing or being alleged to infringe the right of any third party shall be subject to the limits specified in the clause 12 hereof. In the event that goods are or may be the subject of patent copyright, trade mark or other third party rights the Company shall be obliged to transfer the Consumer any such title as the Company may have.
11.1 All drawings, designs, dimensions and specifications provided to the Consumer are approximate only and intended merely to represent a general idea of the goods described therein and the Company shall have no liability in respect of any deviation therefrom. The Company is continually seeking to improve upon the goods and therefore reserves the right without notice and without affecting the validity of or incurring liability under this contract to make such changes of detail in material and dimensions, specifications and design as it considers desirable. The Company accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications and catalogues not prepared by the Company and the Company shall be indemnified by the Consumer against any and all liabilities and expenses incurred by the Company arising therefrom.
12.1 The Company shall not be liable to the Consumer: –
(a) for shortages in quantity delivered unless the Consumer notifies the Company of any claim for short delivery within 48 hours of receipt of the goods.
(b) for damage to or loss of the goods or any part thereof in transit [where the goods are carried by the Company’s own transport or by a carrier on behalf of the Company] unless the Consumer shall notify the Company of any such claim within 48 hours of receipt of the goods or receipt of the Company’s advice of consignment whichever shall be earlier.
(c) for defects in the goods caused by any act, neglect or default of the Consumer or any third party.
(d) for other defects in the goods unless notified to the Company within 48 hours of receipt of the goods by the Consumer.
12.2 The Company must be advised by the Consumer of the relevant invoice number and if applicable carrier label number before any claim can be considered.
12.3 The Company may at its option make good any shortage or non-delivery and/or as appropriate replace or repair any goods found to be damaged or defective.
12.4 The Company’s aggregate liability to the Consumer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods determined by net price and invoiced to the Consumer in respect of any occurrence or series of occurrences.
12.5 Subject to the foregoing all conditions, warranties and representation expressed or implied by statute common law or otherwise in relation to the goods are hereby excluded and the Company shall be under no liability to the Consumer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents SAVE THAT the Company shall accept liability for death or personal injury caused by the negligence of the Company.
12.6 The Consumer is responsible for ensuring that the goods are suitable for the purpose for which they are required or intended.
12.7 Subject to the provisions of this clause the Company guarantees the goods against any defect, which can be proved to the Company’s satisfaction to have been caused by faulty materials or workmanship.
12.8 Should such a defect appear the Company’s liability will be limited solely to, at its option, repairing or replacing the defective goods free of charge or refunding the price of those goods, provided that if the Company opts to repair the goods the Company shall not be liable for the recovery cost of those goods and provided further that the Company shall not be liable for such defect in any circumstances. If:
(a) At the time of appearance of the defect more than 12 months has elapsed from the date of the Company’s invoice for the goods; or
(b) The goods have been subjected to unsuitable storage treatment or handling prior to use or to abnormal use or use under abnormal conditions or to use contrary to the Company’s or to a vehicles manufacture’s instructions or recommendations or to use in conjunction with parts not approved by a vehicle manufacturer or the Company or to an unauthorised reconditioning or repair or to the use in any hydraulic component of any fluid other than that approved by the Company; or
(c) The defect has been caused by, or arises from, fair wear and tear; or
(d) The defect has been caused or contributed to by faulty installation, servicing or repair of the goods by any person other than a correctly qualified installer; or
(e) The Consumer fails within thirty days after the assumed defect has become apparent to notify that defect to the Company in writing quoting serial number, if any, and the date of purchase.
12.9 The Company’s aforesaid guarantee shall be subject to the following further provisos, namely:
(a) Any repair or examination of defective goods shall be carried out at the Company’s premises or other mutually acceptable location and the Consumer shall at its own expense and risk adequately pack the goods and deliver them to the Company to the agreed location as the case may be.
(b) The decision of the Company shall be final as to whether or not a defect is due to faulty workmanship or materials.
(c) The Company shall in no circumstances be liable for any cost of stripping or reassembling any article into which any of the Company’s goods may have been fitted.
12.10 If the Company exercises its option to replace the defective goods, the replacement goods shall be supplied subject to these Conditions of Sale.
12.11 All other conditions or warranties (whether express or implied by common law statute or otherwise) as to qualify, fitness for purpose, description, correspondence with sample or (in the case of components supplied for competition or equivalent purposes) life in service are hereby excluded except insofar as such exclusion is prevented by law.
12.13 Except as expressly provided in sub-clauses 12.6, 12.7, 12.8 and 12.9 of this clause and except where an absolute prohibition against exclusion and restriction of liability applies, the Company shall in no circumstances be liable to the Consumer in respect in any loss, damage or injury of any kind (which for the avoidance of doubt includes consequential loss, damage or injury) whether suffered by the Consumer or by any other party and where such liability be in contract, tort, breach of statutory duty or otherwise howsoever (including for the avoidance of doubt liability for any defect in, failure, or unsuitability for any purposes of the goods or for any negligence whether in relation to the design or manufacture of the goods or at all) and all conditions, warranties or other terms whether express or implied by common law, statute or otherwise, inconsistent with the provisions of this term are hereby excluded. In particular the Consumer of components supplied for competition or equivalent purposes shall be deemed to have recognised that such components are experimental in nature and that their use in competition or equivalent conditions may involve exceptional and unpredictable loadings and the Consumer shall be solely responsible for ensuring the safe use of the goods in the application intended by the Consumer.
12.13 The Company shall not be liable for any loss of any kind (which for the avoidance of doubt includes consequential loss or damage) arising from any representations, statements, warranties, recommendations, opinions or advice made or given before the making of this contract, whether the same be made negligently or otherwise. In sub-classes 12.12 and 12.13 of this clause the expression “consequential loss” shall include loss of profits, loss of business revenue, loss of use or loss of goodwill whether of the Consumer or of any other party.
13. EXPORT SALES
Notwithstanding the provisions of Conditions 5, 6, and 8 hereof: –
13.1 In any case where goods are sold CIF or FOB or on the basis of other international trade term the meaning of such term contained in Inco terms  as revised from time to time shall apply except where inconsistent with any of the provisions contained in these Conditions shall prevail.
13.2 Unless otherwise agreed the price of the goods shall be secured by an irrevocable letter of credit satisfactory to the Company established by the Consumer in favour of the Company and confirmed by a United Kingdom bank, acceptable to the Company immediately upon receipt of the Company’s acceptance of the order. The letter of credit shall be for the contract price inclusive of any tax or duty payable by the Consumer and shall be valid for at least 6 months or such longer period as shall have been estimated by the Company or as herein stipulated.
13.3 Should the Consumer fail when requested by the Company and within the time limit specified by the Company to take any action necessary on its part for delivery and/or shipment of the goods then: –
(a) the Company shall be entitled by way of delivery to store the goods in a warehouse at the expense and risk of the Consumer.
(b) the price shall become immediately payable.
(c) if payment is secured by letter of credit the Company shall be entitled to payment on presentation of the copy sales invoice and warehouse receipt; and
(d) the Company shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such a manner as the Company may determine without accounting to the Consumer therefore.
13.4 Section 32 of the Sale of Goods Act 1979 shall not apply. The Company shall not be required to give the Consumer notice specified in Section 32 of that Act.
14. INSOLVENCY AND DEFAULT
14.1 If the Consumer enters into a deed or arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if [being a company] an order is made or a resolution is passed for the winding up of the Consumer [otherwise than for the purposes of amalgamation or reconstruction] or if a receiver is appointed of any of the Consumer’s assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager, or which entitle the Court to make a winding up order, or if the Consumer takes or suffers any similar or analogues action in consequence of debt or commits any breach of this or any other contract between the Company and the Consumer, the Company may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the right of the Consumer under clause 4 hereof and/or by notice in writing to the Consumer determine the contract.
15. Suitability of Goods
15.1 It shall be the responsibility of the Consumer to ensure that the goods shall be suitable for the particular application and for use under the particular conditions for which they are purchased. Product information and publicity material supplied by the Company or the Company’s supplier which indicates the suitability of the Goods for particular applications is intended for general guidance only. Suitability may be dependent upon operating and other conditions over which the Company has no control.
CONSUMER RIGHTS ACT 2015.
Nothing herein contained is intended to affect, nor will it affect, a consumer’s statutory rights under Consumer Rights Act 2015.