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CONDITIONS OF SUPPLY OF GOODS AND SERVICES

  1. INTERPRETATION
    1. In these Conditions:
      ‘Customer' means the person who accepts a quotation of the Company for the sales of the Goods or the Supply of the Services or whose order for the Goods and/or Services is accepted by the Company.
      Goods' means the goods (including any instalment of them or any parts for them) which the Company is to supply under these conditions.
      Company' means Merityre Specialists Ltd (registered in England and Wales under number 692635).
      ‘Conditions' means these conditions and (unless the context otherwise requires) includes any special written arrangements agreed between the Customer and the Company.
      ‘Contract' means the contract between the Customer and the Company for the purchase and sale of the Goods and/or the supply of the Services.
      ‘Services' means the Services which the Company is to perform under these conditions.
      ‘Writing' includes, letter, e-mail, facsimile transmission and comparable means of communications.
    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.
    3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
  2. BASIS OF THE SUPPLY
      1. The company shall sell the Goods and/or supply the Services and the Customer shall purchase or acquire the Goods and/or Services in accordance with any quotation of the Company which is accepted by the Customer, or any order of the Customer which is accepted by the Company, subject in either case to these Conditions.
      2. These conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be made, by the Customer.
      3. No conduct by the Company shall be treated as an acceptance of any terms put forward by the Customer.
    2. Only the variations to these Conditions agreed in Writing between the authorised Representative of the Customer and the Company shall be binding.
    3. 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 Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer's own risk, and the Company shall not be liable for any such advice or recommendation which is not so confirmed.
  3. ORDERS AND SPECIFICATIONS
    1. All orders for Goods and/or Services shall be deemed to be an offer by the Customer to acquire the Goods and Services pursuant to these conditions.
    2. The Customer shall ensure that any order (including any specification) placed by the Customer is accurate.
    3. The quantity, quality and description of and any specification for the Goods shall be those set out in the Company's quotation (if accepted by the Customer).
  4. PRICE OF THE GOODS
    1. The price of the Goods and Services shall be the Company's quoted price or, as otherwise stated in any quotation or in Writing between the Company and the Customer.
      1. Where Goods and/or Services are supplied without a quoted or written price the supplies shall be charged at the Company's list prices and at the Company's day work rate for labour as at the date of delivery or performance.
      2. Where Goods and/or Services are supplied at the Customer's request in addition to those originally ordered without a prior quotation the price of those additional Goods and/or Services shall be the Company's list price and day work rate for labour as at the date of delivery or performance.
      3. All prices quoted or listed exclude value added tax and other taxes or charges imposed by any legislative body which are payable in addition.
      4. The Company is entitled to request a payment of a 10% deposit for Goods ordered at the Customer's request as a guarantee of performance of the contract. The Deposit will be non-returnable if the Contract is terminated for any reason.
  5. TERMS OF PAYMENTS
    1. Payment shall be made (without deduction, set-off or abatement on any grounds) immediately upon the date of the Company's invoice, unless the Company has previously agreed in Writing to supply the Goods and/or Services on credit. Any further sums which may become due in respect of the Goods and/or Services shall be paid by the Customer on demand.
    2. Where the Company has previously agreed in writing to supply the Goods and/or Services on credit, then (subject to any special terms agreed in Writing between the Customer and the Company):
      1. The Company shall be entitled to invoice the Customer for all sums payable on or at any time after delivery of the Goods or performance of the Services.
      2. If the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods the Company shall be entitled to invoice the Customer at any time after the Company has notified the Customer that the Goods are ready for collection or the Company has tendered delivery of the goods or the Services have been performed (as the case may be).
      3. The Customer shall pay the price of the Goods and/or Services (without any deduction set-off or abatement on any grounds) within 30 days of the date of the Company's statement, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer.
    4. The time payment shall be the essence of the Contract. Payment shall not be deemed to have been made until the Company has received cleared funds. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
      1. cancel the contract or suspend any further deliveries to the Customer:
      2. appropriate any payment made by the Customer to such of the Goods and/or the services (or the goods or Services supplied under any contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and
      3. cancel or suspend the Customer's credit facilities.
    5. The Company may at any time at its discretion suspend delivery of the Goods and/or performance of the services until all sums due in the regard have been paid notwithstanding any previous agreement or arrangement to the contrary.
  6. DELIVERY
    1. Delivery of the goods shall be made by the Customers collecting the Goods at the Company's premises or if previously agreed by the Company by delivering the Goods to an agreed address.
    2. The Services shall be performed at the Company's premises.
    3. Any dates or times quoted for delivery of the goods an/or the performance of the Services are approximate only and the Company shall not be liable for any delay in delivery of the Goods or performance of the Services due to any cause outside its reasonable control. Time for delivery shall not be of the essence unless previously agreed by the Company in Writing.
  7. RISK AND PROPERTY
    1. Risk of damage to or loss of the goods shall pass to the Customer on delivery of the Goods.
    2. Title shall pass on delivery of the Goods.
    3. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.
      Until such time as the Property and the goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailiff and shall keep the goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Customer's Property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
    4. Until such time as the Property and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods 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 the Goods are stored and repossess the Goods.
  8. WARRANTIES AND LIABILITY
    1. Subject to the conditions set out below the Company warrants that the Goods will at the time of delivery correspond with the description given by the Company and the Services will be performed with reasonable skill and care.
    2. Battery Guarantee
      If a battery supplied by the Company fails due to faulty workmanship or materials within a period from the date of purchase to be agreed by the Company and the Customer at the point of purchase, it will be replaced or repaired at the discretion of the Company in accordance with the following conditions:
      1. The guarantee is not transferable
      2. The returned battery must be accompanied by proof and date of purchase
      3. The company shall be under no liability in respect of recharging of discharged batteries and the battery must be returned in fully charged condition. Should the Company recharge a discharged battery there will be a delay in returning the battery to the Customer and a charge may be made in respect of the recharging
      4. shall be under no liability in respect of recharging
      5. The Company shall be under no liability if the battery has been damaged, neglected, misused or subjected to unauthorised repair or modification
      6. The Company shall be under no liability under the above guarantee if the battery was incorrectly connected or installed in the vehicle or incorrectly maintained, or if any additive (apart from distilled water) has entered the battery
      7. The company shall be under no liability for any costs or expense related to removing, refitting or returning any allegedly faulty battery
    3. Exhaust Guarantee
      If an exhaust supplied by the Company fails due to faulty workmanship or materials within a two year period from date of purchase, it will be repaired or replaced at the discretion of the company subject to the following conditions:
      1. The guarantee is not transferable
      2. The returned exhaust must be accompanied by proof and date of purchase
      3. The Company will be under no liability in respect of the above warranty if the exhaust part has been damaged, neglected, misused, or subjected to unauthorised repair or modification
      4. The Company shall be under no liability for any costs or expense related to removing, refitting or returning the allegedly faulty exhaust part
    4. Tyre Service Complaints
      1. Where Customers allege the premature failure of any tyre manufacturer products supplied by the Company, the Company will submit such products for expert technical examination to determine the cause of failure. This is a standard tyre service complaints procedure acceptable to Trading Standards Offices. The Company is permitted a reasonable time under the legislation to obtain a qualified opinion on alleged defects. The Customer's rights are against the Company as supplier of the goods and not against the manufacturer of the product and it is the Company's responsibility to handle the complaint expeditiously. During the investigation of the complaint the customer is not entitle to defer payment for any product supplied as a replacement, neither is the customer entitled to an unconditional free of charge replacement.
    5. Where the goods are sold 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.
    6. Subject as expressly provided in these conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    7. 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 loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for 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 goods or their use or resale by the Customer and/or the performance of the Services.
    8. The Company shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the goods and/or Services if the delay or failure was due to any cause beyond the company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:
      1. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
      2. difficulties in obtaining labor, fuel, parts or machinery:
      3. power failure or breakdown in machinery.
  9. INSOLVENCY OF CUSTOMER
    1. This clause applies if:
      1. the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
      2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
      3. the Customer ceases, or threatens to cease, to carry on business; or
      4. 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.
    2. If this clause applies then, 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 to the Customer, and if the Good have been delivered and/or Services have been performed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
  10. EXPORT TERMS
    1. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Customer and the Company) apply notwithstanding any other provision of these conditions.
    2. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
    3. Unless otherwise agreed in Writing between the Company and the Customer the risk of damage to or loss of Goods shall pass to the Customer at the time the Goods are appropriated to the Customer's order and the Customer is notified that they are ready for collection.
    4. The company shall have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
    5. Payment of all amounts due to the company shall be made in cash or by credit transfer at the date of acknowledgement of the order unless other arrangements are agreed in writing by the Company
  11. GENERAL
    1. Where the Customer named in the contract enters into it as agent for a third party the Customer and the agent shall be jointly and severally liable to the Company.
    2. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
    3. 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.
    4. 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 is question shall not be affected thereby.
    5. The Contract shall be governed by the laws of England.