SUMMARY - The Supplying Company as defined overleaf (hereinafter called “the Company”), supplies goods only subject to these terms and any person (hereinafter called “the Buyer”) supplied by the Company agrees that acceptance of the goods is conclusive proof that the Buyer accepts these terms will govern all contractual relations between them to the exclusion of any terms contained in any of the Buyers documents even if the same purport to provide that the Buyers own or some other terms prevail. The contract is formed when the Company accepts the Buyers order.

No employee or other person acting or purporting to act on behalf of the Company is authorised to agree or effect any alteration in these terms or make or give any representation or warranty in relation to the goods save only that a Director of the Company may in writing agree such alterations or amendments or make or give such representations or warranties.

PAYMENT OF ACCOUNTS - All MONTHLY ACCOUNTS must be paid not later than the 30th day of the month following invoice date. A statement will be sent detailing all invoices and credits during the month. All WEEKLY ACCOUNTS must be paid within 14 days of invoice. A statement detailing all invoices and credits will be provided. In the event of default in payment the Company reserves the right to suspend or cancel credit facilities and to charge interest at 3% above Nat West PLC Bank Base Rate from time to time at monthly intervals on the overdue portion, part months will be treated as full months for the purpose of calculating interest on the account both before and after any court judgement until the arrears are cleared.

It is the Buyers responsibility to ensure that payment is made to the Company by the due date.

RETURNS - Goods not required and returned may incur a 15% restocking charge. Any special Goods can only be returned by agreement and may incur a 20% handling charge.

DAMAGE OR SHORTAGE - Shortage of goods found on delivery must be notified to the Company immediately, or damage of goods within 3 days. Failure to do so will free the Company from any liability in this respect.

CARRIAGE - Normally goods will be delivered by our own transport. The Company reserves the right to charge for any special delivery and/or deliveries made by external carriers. No liability will be accepted for non-delivery or delays in delivery.

FITNESS FOR PURPOSE - The Company takes every care with regard to the quality and standard of manufacture of the goods it supplies as far as it is able but as they are used for a multiplicity of purposes and the Company has no control over the method of their application or use, the Company excludes so far as it legally may do so any condition of warranty implied by statute or otherwise as to the fitness of its goods for any particular purpose. Any technical co-operation between the Company, its suppliers and the Buyer shall not affect this condition, which the employees or agents of the Company have no authority to vary by express words or otherwise.

LIABILITY - The Company’s liability to the Buyer whether for breach of contract or otherwise shall not in any event exceed the price paid for the goods out of which such liability shall arise and the Company shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Buyer or liability to third parties incurred by the Buyer.

SET OFF - The Buyer shall not be entitled to set any liability of the Company to the Buyer off against its own liability to the Company.

RESERVATION OF TITLE -

1. Notwithstanding delivery and passing of risk, the title in the Goods or any part of them, or any Goods of the Company (whether delivered under this contract or not) shall not pass to the Buyer until the Buyer has paid in full all monies owed to the Company under this or any other contract.
2. The Buyer shall keep all Goods properly stored and protected and separate from the Goods of third parties in such a way that the Goods can clearly be recognised as the property of the Company.
3. If the Buyer shall be in breach of the terms of this contract, then all monies owed by the Buyer to the Company, whether under this contract or otherwise, shall become immediately due and payable, and the Buyer grants to the Company or its agents an irrevocable licence to enter upon the Buyer’s premises to recover and/or resell such goods as the Company may deem necessary to recover all sums owing to it by the Buyer together with any reasonable costs to the Company so incurred. This right shall continue to subsist notwithstanding the termination of the contract (howsoever arising) and without prejudice to any accrued rights of the Company under the contract.
4. Until all monies owing to the Company (whether under this contract or otherwise) have been paid in full, the Goods shall remain the absolute property of the Company and the Buyer shall only be entitled to possession of the Goods on these conditions, and shall hold the Goods in fiduciary capacity as bailee.
5. If the Company becomes entitled to repossess any Goods by virtue of the conditions, then if the Goods are not clearly identifiable as the property of the Comany:
   1. It shall be irrefutably presumed that the Buyer has used or sold Goods which belong to the Buyer before Goods which belong to the Company; and
   2. The Company shall be entitled to exercise its licence under this clause to repossess any Goods which are similar to the Goods belonging to the Company and it shall be irrefutably presumed that the Goods which the Company shall repossess shall belong to the Company.
6. The Buyer shall keep the Goods in good condition and shall maintain full insurance in respect thereof on the Company’s behalf in an amount which is not less than the price payable to the Company for the Goods, and all the proceeds of such insurance shall be held on trust for the Company.
7. Until such time as the title of the Goods passes to the Buyer, the Buyer shall be entitled to sell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties.
8. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so, then all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) become immediately due and payable.
9. If Clause 1 is held to be invalid to reserve the Company’s title to Goods delivered under this contract by reason of the reservation of title until all Goods delivered to the Buyer have been paid for then nevertheless ownership of the Goods delivered under this contract shall remain with the Company until those Goods themselves have been paid for.

PRICES - Prices exclusive of VAT shall be the Company’s quoted prices at the date of despatch. Discounts or rebates will only be given if agreed specifically. Prices may be increased by the Company to the extent necessary to enable the Company to recover increases in costs incurred by it prior to the date of despatch. Should the Company incur any additional carriage or packing charges this will be passed onto the Buyer.

QUOTATIONS - Quotations do not constitute an offer and shall not bind the Company until an order has been placed and accepted.

STATUTORY RIGHTS - All orders whether oral or written are subject to these terms but nothing in these terms shall be deemed to affect the statutory rights of the Buyer.

BUYER’S TERMS - The Company does not recognise any terms and conditions of contract supplied by the Buyer and they are specifically excluded from any contract between the Company and the Buyer unless specifically acknowledged and agreed in writing by a Director of the Company. Execution of, compliance with or implementation of orders does not imply acceptance of the Buyer’s terms and conditions.

JURISDICTION - This Contract is subject to the Law of England and Wales.

TRADE - Where the Supplying Company is Trade Group Limited or Trade Automotive Supplies and the Buyer is a Shareholder Distributor or distributor ot Trade Group Limited the provisions of the Membership Agreement between them shall prevail in the event of any conflict between that agreement and these terms and conditions of sale.

UNFAIR CONTRACT TERMS ACT - The Company has drawn these Terms of Business in the light of the Unfair Contract Terms Act 1977 and considers them to be fair and reasonable and its prices are based on contracts made on these conditions. If the Buyer considers these terms to be unreasonable the Buyer must inform the Company in writing before any contract is made, otherwise the Buyer will be deemed to have accepted that the Company’s terms are fair and reasonable.

These terms and conditions supersede any previous terms and conditions whether written or oral.