1.1 “Customer” means the person who purchases the Parts from the Company or whose request for the provision of the Service is accepted by the Company.
1.2 “Parts” means the Parts included in any instalment of the Parts or any components of them which the Company is to supply and/or install (whether or not in performance of the Services as defined below) in accordance with these Conditions.
1.3 “Services” means the Vehicle repairs or maintenance or the installation or repair of any Parts which the Company is to carry out in accordance with the Conditions.
1.4 “Company” means Wrights (Motors) Limited trading as everythingmazda.co.uk, registered office: 101 Cromer Road, Norwich, Norfolk. NR6 6XW.
1.5 “the Conditions” means the standard terms and condition set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company.
1.6 “the Contract” means the contract for the purchase and sale of the parts and/or the provision of the Services.
1.7 “Price” means the Company’s quoted price of the Parts and/or Services (or where no price has been quoted a reasonable price) including VAT at the rate prevailing on the date of the Company’s invoice.
1.8 “Seller” means Wrights Motors Limited, registered office: 101 Cromer Road, Norwich, Norfolk. NR6 6XW.
2. CONDITIONS APPLICABLE:
2.1 The Company shall sell and the Customer shall purchase the Parts and or the Company shall supply the Services in accordance with the terms agreed orally or in writing with the Customer subject in either case of these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Company and the Customer and in any case no variation will be allowed regarding section 5 payment.
2.3 Any representations made by the Company’s employees or agents concerning the Parts or Services shall not be incorporated into the Contract unless confirmed by the Company in writing and in entering into the Contract the Customer acknowledges that is does not rely on an waives any claim for breach of any such representation which are no so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage application or use of the Parts which is not confirmed in writing by the Company if followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such recommendation which is not so confirmed.
2.5 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other documentation or information issued by the Company shall be subject to correction without any liability on the part of the Company unless such correction fundamentally changes the Customer’s obligation under the Contract to the Customers detriment in which case the Customer shall be entitled to cancel the Contract within seven (7) days of notification by the Company of such a fundamental change.
2.6 Nothing contained herein is intended nor will limit the Company’s liability in respect of death or personal injury caused by the Company’s negligence.
3. ORDERS AND SPECIFICATIONS:
3.1 No order form or (where applicable) service/maintenance authorisation shall be deemed to be accepted by the Company until signed by both the Customer and the Company’s authorised representative.
3.2 The Company reserves the right to make any changes in the specification of the Parts which are required to conform with any applicable safety or other statutory requirements or (where the Parts are to be supplied or installed to the Company’s specification) which do not materially affect their quality or performance.
3.3 Save as otherwise provided no order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall at the Company’s discretion either:
a) indemnify the Company in full against all loss (including loss of profit costs including the cost of all labour and materials used) damages charges and expenses incurred by the Company as a result of cancellation or
b) pay a handling charge on the Parts equal to twenty five per cent (25%) of their price before the addition of VAT.
3.4 Subject to clause 3.2 herein where Parts are delivered by the Company to the Customer which do not comply with those ordered then the Company will give a full credit for the Price provided that they are returned in good condition to the Company within seven (14) days of delivery to the Customer.
4.1 If at any time before delivery/instalment of the Parts and/or performance of the Services the Company deems it necessary to increase the price to give effect to any increase in the cost to the Company which is due to any factor beyond the control of the Company (other than for any increase consequent to a change to the prevailing rate of VAT) the Company shall have the right to give written notice of such increase to the Customer increasing the price and in such instance the customer shall be added to the price.
4.2 Notwithstanding the provisions of clause 4.1 above any increase in the cost to the Company necessitating an increase in the Price which is a result of any change in specification of the Parts and/or Services which is requested by the Customer or as a result of any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions shall not entitle the Customer to cancel the Contract on receipt of a written notice of such increase in the price.
5.1 Subject to any special terms agreed in writing between the Company and the Customer the Company shall be entitled to invoice the Customer for the Price before on or at any time after delivery of the Parts the Company shall be entitled to invoice the Customer for the price of such Parts at any time after the Company has notified the Customer that the Parts are ready for collection or (as the case may be) the Company has tendered delivery of the Parts.
5.2 The Customer shall pay the Price upon either receipt of the Company’s invoice or (if specifically notified by the Company) on or before the last day of the month following the date of the said invoice (unless varied terms are agreed in writing) (the “Due Date”) and such payment is to be made notwithstanding that delivery may not have taken place and property in the Parts has not passed to the Customer and time of payment of the Price shall be of the essence of the Contract.
5.3 If the Customer fails to make payment on the Due Date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to:-
5.3.1 cancel the Contract and/or suspend any further deliveries to the Customer and
5.3.2 charge the Customer interest (before and after any judgment) on the amount unpaid at the rate of four percent (8%) per annum above National Westminster Bank Plc base
rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 Where an account facility is offered, this is done so entirely at the Company’s discretion and may be withdrawn at any time without notice. Where facilities are not used within a continuous 9 month period they may be deleted without notice, should the customer which to reinstate a facility then one would have to be reapplied for, however, a facility will not automatically be reinstated and is again entirely at the Company’s discretion. By using a facility the customer will be deemed as accepting these terms and conditions, variation of this section is allowed only when the customer is in written receipt of such variation. By using this facility the customer accepts these terms and that these terms override their own purchasing terms.
6.1 Delivery of the Parts shall be made by the Customer collecting the Parts from the Company’s premises at any time after the Company has notified the Customer that the Parts are ready for collection or if some other place of delivery is agreed by the Company delivering the Parts to that place.
6.2 Any dates quoted for delivery of Parts or performance of the Services are approximate only and the Company shall not be liable for any reasonable delay in delivery/performance and time for delivery/performance shall not be of the essence unless previously agreed by the Company in writing.
6.3 If the Customer fails to take delivery of the Parts or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:-
6.3.1 store the Parts until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or
6.3.2 sell the Parts at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account the Customer for the excess over the Price or charge the Customer for any shortfall below the price.
6.4 In the case of Services the Company shall as soon as reasonably practicable after the performance of the Services give to the Customer notice that the vehicle is ready for collection and if the Customer shall fail to remove the vehicle from the Company’s premises within three (3) months of such notice the Company shall be entitled to sell the same and give good title thereto and having deducted all amount owing to the Company by the Customer together will all costs of sale and storage to account to the Customer for the balance of the proceeds of sale.
7. RISK AND PROPERTY:
7.1 Risk of damage to or loss of the Parts shall pass to the Customer:
7.1.1 in the case of the Parts to be delivered at the Company’s premises at the time when the Company notifies the Customer that the Parts are available for collection or
7.1.2 in the case of the Parts to be delivered otherwise that at the Company’s premises at the time of delivery or if the Customer fails to take delivery of the Parts at the time when the Company has tendered delivery of the goods
7.2 Risk of damage to or loss of the repairs/works to be carried out on any vehicle in performance of the Services shall pass to the Customer at the time when the Company notifies the Customer that the vehicle is ready for collection.
7.3 Notwithstanding delivery and the passing of risk in the Parts or Services or any other provision of these Conditions property in the Parts or Services shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the Price and for all other Parts agreed to be sold and Services provided by the Company to the Customer for which payment is then due and until such time as the property and the Parts passes to the Customer the Customer shall hold the Parts as the Company’s fiduciary agent and a bailee and shall keep the same separate from those of the Customer and third parties and properly stored and protected and insured and identified as the Company’s property.
7.4 Until such time as the property in the Parts passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Parts to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where Parts are stored and repossess the Parts.
8. WARRANTIES AND LIABILITIES:
8.1 Any warranty given by the Company in respect of the Parts supplied or the performance of the Services shall be subject to the following Conditions:-
8.1.1 the Company shall be under no liability in respect of any defect in the Parts arising from and drawing design or specification supplied by the Customer
8.1.2 the Company shall be under no liability in respect of any defects arising from fair wear and tear, lawful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Parts without the Company’s approval
8.1.3 the Company shall be under no liability under any warranty condition or guarantee if the total price for the Parts/Services has not been paid by the Due Date
8.1.4 no warranty given by the Company extends to Parts not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company
8.2 Subject as expressly provided in these Conditions the Company warrants that the Services will be performed in accordance with the Contract and will be free from defects in workmanship for a period of six (6) months from the execution of the said services.
8.3 Where the Parts are sold or Services supplied under a Consumer Transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Conditions.
8.4 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential compensation whatsoever (and whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of the Parts (or their use or resale by the Customer) and Services except as expressly provided in these Conditions and further the Company shall not be liable to the Customer for any loss or damage to the Customer’s vehicle all or any of its contents or any personal belongings of the Customer whatsoever whilst on the Company’s premises caused by fire, theft, accident, malicious persons or any other reason whatsoever except the negligence of the Company or its employees or agent.
8.5 Any liability of the Company hereunder (except in respect of death or personal injury caused by the Company’s negligence) for any delay in performing or any failure to perform any of the Company’s obligations in relation to the Parts or Services shall be limited to the excess (if any) of the cost to the Customer in the cheapest available market of similar goods or services to replace those not delivered/performed over the Price.
9.1 Without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability on the part of the Company to the Customer and if the Parts have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary in the event that:-
9.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to any Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise that for the purposes of amalgamation or reconstruction)
9.1.2 an encumbrancer takes possession or a Receiver is appointed of any of the property or assets of the Customer
9.1.3 if the Customer (if not a consumer within the meaning of the Unfair Contract Terms Act 1977) ceases or threatens to cease to carry on the business
9.1.4 the Customer breaches any of the Conditions
9.1.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
10. FORCE MAJEURE
Neither party shall be liable for any default due to an any act of god, war, strike, lock-out, industrial action, fire, flood, drought, tempest or any other event beyond reasonable control of either party
11.1 The Company may perform any of its obligations or exercise any of its rights hereunder by itself provided that any act or omission by any such other member shall be deemed to be the act or omission of the Company.
11.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
11.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
11.4 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.5 No failure of the Company to exercise any power given to it or to insist upon strict compliance by the Customer with any obligation hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute any waiver of any of the Company’s rights under this Agreement.
11.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.7 The Contract shall be governed by the laws of England and subject to the jurisdiction of the English Courts.