Trax
JH Ltd - TERMS & CONDITIONS OF
SALE
The following
Terms and Conditions of Sale apply to all contracts for the supply
of goods by Trax JH Ltd ("Trax") to any
customer ("Customer") to the exclusion of any other terms
and conditions. No alteration to these Terms and Conditions will
be effective unless made in writing and accepted by an authorised
representative of Trax. Technical information obtained verbally
or online through either Trax or its appointed agents is for guidance
purposes only and Trax shall not be liable for such information
unless confirmed in writing.
1.
Quotations
Unless otherwise stated any quotation by Trax:- 1.1 is valid only for 30 days from the date thereof;
1.2 Quotations for vehicle balance weights are based on the zinc
or lead (commodity) price ruling on the London Metal Exchange. In
the case of a movement in the lead price of more than 5% Trax reserves
the right to re-quote.
1.3 Trax reserves the
right to amend any design or specification without prior notice.
Trax retains all copyright and title to all
documentation, especially drawings relating to balance weights delivered
by Trax. They may only be used for the purpose intended in the contract.
They may not be used for other purposes without Trax’s permission.
They may not be made available to third parties. They are to be returned
on demand. Technical specifications are approximations unless specifically
stated otherwise
2. Prices
2.1 Unless otherwise stated
the prices published in Trax’s
price list include the cost of standard packing and labels but do
not include VAT. Trax reserves the right to vary its prices at any
time prior to the date of dispatch without notice due to variations
in costs of materials, wages or hours of work, or exchange rate movements.
2.2 Unless otherwise stated the prices for balance weights also
include the cost of carriage and Trax is free to choose the nature
of transport in each case. In the event of the Customer requiring
special carriage arrangements involving Trax in additional expense
Trax may levy a surcharge to cover this excess.
3. Orders
3.1 Orders accepted for balance weights are binding only in respect
of specification and quantity. The price quoted by Trax in any price
list is only valid in respect of points as raised in paragraph 1.
3.2 Trax reserves the right to adjust orders up to the nearest carton
quantity.
4. Delivery
4.1 Any date advised for delivery of goods is approximate only.
Trax shall use all reasonable endeavours to despatch the goods so
as to meet any such date but shall not be liable for any delay in
delivery and time shall not be of the essence of the contract
4.2 If production or delivery
of the goods is hindered due to any cause beyond Trax’s control,
delivery may be wholly or partially suspended and the time for
delivery shall be correspondingly extended
without penalty to Trax.
4.3 No claim for damage
in transit or non-delivery will be considered by Trax unless the
Customer notifies Trax and the carrier in writing
of such claim within 10 days of delivery. In default of compliance
with this clause 4.3 by the Customer, the Customer shall pay for
such goods damaged in transit or not delivered without prejudice
to Trax’s rights otherwise arising.
5. Unloading and Installation
The Customer shall be responsible for providing the means for unloading
the goods on delivery.
6. Risk
All risk in the goods passes on delivery to the Customer
7. Title
Until payment in full
has been made by the Customer of all sums owing or due to Trax
on any account whatsoever whether in respect
of purchases of Trax’s goods or otherwise:-
7.1 Title in the goods supplied by Trax whether mixed with or made
accessions to other goods of the Customer or a third party shall
remain in Trax and the Customer shall hold the goods on a fiduciary
basis as a bailee for Trax.
7.3 The Customer shall
insure and keep insured the goods to the full price against "all risks" to Trax’s
reasonable satisfaction until the date that title in the goods
passes from Trax.
7.4 The Customer shall not pledge or in any way charge by way of
security for any indebtedness any delivered goods the title in which
has remained in Trax.
7.5 The Customer shall be at liberty to sell the goods in the ordinary
course of business. If the Customer sells the goods to a third party
prior to having paid Trax in full he will do so as agent for Trax.
The proceeds of any such sale and the benefit of any such contract
of sale shall be the property of Trax and held in trust for Trax
absolutely
7.6 Trax may by written
notice terminate the Customer’s power
of sale at any time if the Customer:-
7.6.1 being a company goes or threatens to go into receivership,
liquidation, administration or proposes a voluntary arrangement;
7.6.2 being an individual goes or threatens to go into bankruptcy
or proposes a voluntary arrangement;
and at any time after the termination of the power of sale Trax
may repossess the goods and for this purpose the Customer hereby
grants to Trax an irrevocable licence to enter on any premises of
the Customer.
8. Payment
8.1 Unless otherwise agreed
by Trax, the Customer shall pay Trax’s
invoice within 30 days of the date thereof
8.2 The Customer guarantees
its creditworthiness by placing an order. If, after Trax has accepted
the order, Trax in its reasonable opinion
has doubts as to the Customer’s creditworthiness all payments
will become due immediately unless adequate security can be offered
by the Customer
8.3 If the Customer fails to make any payment on the due date then,
without prejudice to any other right or remedy available to Trax,
Trax shall be entitled to:-
8.3.1 cancel the contract and/or suspend any further deliveries
to the Customer; and
8.3.2 charge the Customer interest (both before and after any judgement)
on any unpaid invoices at the rate of 8% per annum (compounded quarterly)
above the base rate of the National Westminster Bank Plc from the
due date until payment in full is made.
10. Guarantee
Subject as expressly provided in these terms and conditions, this
clause 10 contains the entire liability of Trax and all warranties,
conditions or other terms implied by statute or common law are excluded
to the fullest extent permitted by law.
10.1 The liability of Trax under this guarantee shall be limited
to the replacement of parts found defective and making good all
defects from faulty material or workmanship, provided the goods
have been used solely for the purpose for which it is intended
and not due to wilful damage, negligence, abnormal working conditions,
misuse, wrong fitment, neglect or improper adjustment or alteration
without Trax’s approval
10.2 Notice in writing
of any such defects should be sent to Trax immediately they are
known. If Trax accepts liability the repaired
or replacement goods will be delivered free to the Customer’s
place of business. If the Customer wishes to reject goods ordered
online or by telephone using rights under The Electronic Commerce
(EC Directive) Distance Selling Regulations 2002, The Consumer Protection
(Distance Selling) Regulations 2000 any future updates or applicable
legislation the Customer will bear the cost of returning the goods
to Trax.
10.3 Liability is not accepted for weights which have not been fitted
by a customer to the required standards of the industry. Liability
is not accepted by Trax for goods the payment for which has not been
made in accordance with the agreed payment terms
10.4 Subject as provided above Trax shall not be liable to the Customer
for loss of profits or contracts or other indirect or for consequential
losses or damage whether arising from negligence, breach of contract
or otherwise
11. Exhibitions & Marketing
11.1 Trax’s goods may not be exhibited at any show, display
or exhibition other than on the Customer’s own premises, or
included in any competition without the prior written consent of
Trax.
11.2. Customers shall not print any Trax articles, technical documentation,
pictures, drawings or diagrams without the prior written permission
of Trax.
12. Termination
12.1 Trax shall be entitled to terminate these Terms and Conditions
and any contract hereunder immediately by written notice to the Customer
if:-
12.1.1 the Customer commits any continuing or material breach of
any of the provisions of these Terms and Conditions and, in the case
of such a breach which is capable of remedy, fails to remedy the
same within 30 days after receipt of a written notice giving full
particulars of the breach and requiring it to be remedied;
12.1.2 an encumbrancer takes possession or a receiver is appointed
over any of the property or assets of the Customer;
12.1.3 the Customer makes any voluntary arrangement with its creditors
or becomes subject to an administration order;
12.1.4 the Customer goes into liquidation (except for the purposes
of an amalgamation, reconstruction or other reorganisation and in
such manner that the company resulting from the reorganisation effectively
agrees to be bound by or to assume the obligations imposed on that
other party under these Terms and Conditions); or
12.1.5 the Customer ceases, or threatens to cease, to carry on business
12.2 If any of the events set out in clause 13.2 occurs Trax shall
be entitled to cancel any Contract hereunder or suspend any further
deliveries under any Contracts without liability to the Customer,
and if the Goods have been delivered but not paid for the price shall
become immediately due and payable notwithstanding any previous agreement
or arrangement to the contrary
13. General
13.1 Trax shall not be
responsible for any delays in performing, or for any failure to
perform, any of its obligations hereunder if
the delay or failure was due to any cause beyond Trax’s reasonable
control
13.2 These Terms and Conditions supersede any prior agreement (written
or oral) between the parties
Each party acknowledges that these Terms and Conditions contain
the whole agreement between the parties and that the Customer has
not relied upon any oral or written representations made to it by
Trax or its employees or agents.
13.3 Any notice required or permitted to be given by either party
under these terms and conditions shall be in writing addressed to
the other party at its normal place of business
13.4 These Terms and Conditions are governed by English law and
any dispute arising out of them shall be submitted to the exclusive
jurisdiction of the English courts
13.5 No waiver by Trax of any breach of these Terms and Conditions
by the Customer shall be considered as a waiver of any subsequent
breach of the same or any other provisions
Trax JH Ltd 1st December
2005 t&c1-12-05
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