Supertune Automotive Limited Standard Conditions of Sale

1 Definitions

In these conditions, unless the context requires otherwise:

1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller; 
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller; 
1.3 ‘Contract’ means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions; 
1.4 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered; 
1.5 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller; 
1.6 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT; and 
1.7 ‘Seller’ means Supertune Automotive Limited (Co. Regn. No.00932753) whose registered office is at Coulton Close, off Cromford Street, Oldham. OL1 4EB. 
1.8 ‘Force Majeure Event’ has the meaning given in clause 13. 

2 Conditions applicable 

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document, or which are implied by any trade, custom, practice or course of dealing. 
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. 
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions. 
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 

3 Price and Payment 

3.1 The Price shall be the Seller’s quoted price. The Price is exclusive of VAT which shall be due at the applicable rate due on the date of the Seller’s invoice. 
3.2 Payment of the Price and VAT shall be due within the agreed payment terms at the date of the invoice. This is agreed upon the Seller’s acceptance of an order by the Buyer. In the absence of such an agreement, payment of the Price and VAT shall be due immediately at the point of invoice for either collection or delivery. 
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above Barclays Bank PLC’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment. 

4 The Goods 

4.1 The Goods shall be supplied in accordance with the description contained in the Seller’s specification. 
4.2 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods. 
4.3 To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the specification. This shall survive termination of the Contract. 

5 Warranties and liability  

5.1 The Seller warrants that the Goods supplied will at the time of delivery:  
5.1.2 correspond to the description given by the Seller; and  
5.1.3 be free from material defects in design, material and workmanship.  
5.2 Subject to clause 5.3, if:  
5.2.1 the Buyer gives notice in writing to the Seller within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;  
5.2.2 the Seller is given a reasonable opportunity of examining such Goods; and  
5.2.3 the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost; the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.  
5.3 The Seller shall not be liable for Goods’ failure to comply with the warranty set out in clause  
5.1 in any of the following events:  
5.3.2 the Buyer makes any further use of such Goods after giving notice in accordance with clause 5.2;  
5.3.3 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or good trade practice regarding the same;  
5.3.4 the defect arises as a result of the Seller following any specification supplied by the Buyer;  
5.3.5 the Buyer alters or repairs the Goods;  
5.3.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or  
5.3.7 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.  
5.4 All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law. 

6 Delivery of the Goods  

6.1 Delivery of the Goods shall be made to either the Seller’s address or the Buyer’s address on the Delivery Date. This is to be agreed at the time the Seller accepts the Buyer’s order for the Goods.  
6.2 The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Buyer.  
6.3 The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.  
6.4 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.  
6.5 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.  
6.6 The time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.  
6.7 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. 

7 Acceptance of the Goods  

7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.  
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract and the Seller shall have no liability whatever to the Buyer in respect of those Goods.  
7.3 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale. 

8 Buyer’s Insolvency  

8.1 If the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy, or if the Seller has reason to believe that the Buyer’s financial position has so deteriorated, then, without limiting any other right or remedy available to the Seller, the Seller may:  
8.1.2 cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Seller without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due; and  
8.1.3 enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.  
8.2 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect. 

9 Title and risk  

9.1 The risk in the goods shall pass to the Buyer on completion of delivery.  
9.2 In spite of delivery having been made, title to the Goods shall not pass from the Seller to the Buyer until:  
9.2.1 the Seller has received from the Buyer the Price plus VAT in full; and  
9.2.2 no other sums whatever shall be due from the Buyer to the Seller.  
9.3 Until such time as title to the Goods passes from the Seller the Buyer shall:  
9.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee;  
9.3.2 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property; and  
9.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; but the Buyer may resell or use the Goods in the ordinary course of its business.  
9.4 Until title has passed to the Buyer and upon the Seller’s request, the Buyer must, upon reasonable notice from the Seller, deliver up such of the Goods as have not ceased to be in existence or been resold to the Seller.  
9.5 If the Buyer fails to carry out its obligations under clause  
9.4, the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. 

10 Limitation of liability  

10.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:  
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;  
10.1.2 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.  
10.2 Subject to clause 10.1:  
10.2.1 the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and  
10.2.2 the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods. 

11 Assignment and subcontracting

11.1 The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.  
11.2 The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.  

12 Force Majeure 

12.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Sellers or subcontractors. 

13 Severance  

13.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part- provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.  
13.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. 

14 Waiver  

14.1 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 

15 Third party rights

15.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.

16 Governing law and jurisdiction

16.1 This contract is subject to the law of England and Wales and to the jurisdiction of the courts of England and Wales.