Conditions of Sale
These conditions are embodied in all quotations and tenders by Becker Motors Ltd., and shall be deemed to be implied in, and form part of, contracts for the sale of goods made between the said Becker Motors Ltd., and their customers.
Any conditions endorsed on or contained in a customers order which are inconsistent with these conditions and are not specifically agreed to and acknowledged by Becker Motors Ltd., shall be deemed to be superseded and nullified by these Conditions of Sale.
In these conditions (unless context otherwise requires) the following expressions shall have effect and convey the meanings set out alongside thereof:-
Company- Becker Motors Ltd.
Customer- The person, Firm or Company purchasing goods from the Company.
Contract- The contract of sale between the Company and the Customer
CONSTRUCTION OF CONTRACT
1. Any statement with respect to capacity, dimension, description or other detail given by the Company in any quotation, tender or estimate, or communicated or made verbally and not expressly stated in the contract, shall be deemed to be for the guidance of the Customer only and shall not be considered or implied as a condition or warranty governing, amplifying or enlarging the contract or to be deemed to be an express or implied term thereof.
2. In the case of a contract for the sale of a number of items, each item shall be deemed to be the subject of a separate contract.
ACCEPTANCE OF OFFER
3. Any offer made by the Company shall be deemed to be withdrawn unless accepted within thirty days from the date thereof. No acceptance of such offer shall be binding upon the Company unless and until such acceptance has been confirmed in writing.
4. Orders received by the Company and confirmed as aforesaid cannot be rescinded or cancelled without the consent in writing of both parties and upon terms to be expressly agreed.
DELIVERY AND ACCEPTANCE OF GOODS
5. Prices shall be exclusive of packing and delivery shall be ex works in one or more instalments as the Company may decide.
DELAYS IN DELIVERY
6. All undertakings given by the Company shall be subject to labour troubles (direct or indirect) due to strikes or lock outs, to Government orders and directions and to all other delays and restrictions beyond the control of the Company and the Company shall not be liable for any damages (liquidated or un-liquidated) compensation or penalty as a result of delays caused as aforesaid.
7. The delivery time quoted in good faith and every endeavour will be made to adhere to it but delay in delivery shall be no grounds for cancelling the contract. The time given for the delivery is for despatch from the Companyís works.
PASSING OF RISK AND PROPERTY
8. Risk of loss or damage to the goods shall pass to the Customer at time of delivery. The property in the goods shall not pass to the Customer until all sums due or owing to the Company by the Customer or any account have been paid and until payment the following provisions of this paragraph shall apply. Except where full payment is made in cash, the whole of the price shall not be treated as paid until any cheque or other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with itís terms. If the Customer defaults in the punctual payments of any sum owing to the Company then the Company shall be entitled to the immediate return of all goods sold by the Company to the Customer in which the property has passed to the Customer and the Customer hereby irrevocably authorises the Company and its employees and agents to recover the goods and to enter the premises of the Customer for that purpose. Demand for or recovery of the goods by the Company shall not in itself discharge either the Customers liability to pay the whole of the price and take delivery of the goods or the Companyís right to sue for the whole of the price.
9. Prices quoted and/or charges shall be nett and payable 30 days from the date of invoice, not withstanding any quotation which may have been given in connection with the order, the price governing this contract shall be the price ruling on the day of despatch.
10. Failure on the part of the Customer to pay in accordance with the terms of the contract shall entitle the Company at its option to withhold further deliveries both in respect of the contract or series of contracts in question and any other contracts for the delivery of goods to the same Customer until such payment has been made, but the Customer shall in such event be liable to the Company for the cost of all material and work in connection with manufactured or partly manufactured articles acquired or made by the Company for the purpose of future deliveries to the Customer less any allowance of the value thereof as realised or as utilised by the Company for other purposes.
11. Payment shall be made direct to the Company and the Companyís official receipt shall be the only acknowledged discharge of any debt.
12. Interest shall be charged at 1% above Bank of England rate with a minimum of 5% per annum on accounts overdue and shall be calculated from the due date to the date of payment.
13. Every effort is made to ensure good material and sound construction but the Company gives no warranty of condition, express or implied, of materials, workmanship or fitness of goods for any purpose other that that for which they were designed.
14. In the event of materials or workmanship of any part proving defective, excepting goods sold but not manufactured by the Company, the defective part shall be replaced free of charge upon the defective part being returned carriage paid within twelve months from the date of delivery. Except for such replacement the Company shall be under liability in respect of, or consequent upon, any defective goods whether original or replaced, nor for any other expenses incurred or damages sustained by the Customer.
LIQUIDATION OR BANKRUPTCY
15. In the event of the Customer becoming bankrupt or going into liquidation (other than voluntary liquidation for the purposes of reconstruction) suspending payment of debts or making any arrangement with the creditors, the Company shall be entitled by notice in writing, to determine the contract forthwith, without prejudice to its right to recover payment for all deliveries already made and for the cost of material and labour already expended for the purpose of future deliveries.
16. If any difference shall arise between the parties hereto touching upon the contract or any construction thereof or any clause herein or therein stated, or any matter in any way connected with the aforesaid contract or conditions, or the rights, obligations, debts or liabilities of either party hereunder, the matter shall be referred to a single arbitrator agreed by both parties, or in the case of non-agreement, by an arbitrator to be appointed by the court , such arbitrator shall be subject to the Arbitration Acts 1889 to 1934 or any subsequent enactment in modification or substitution thereof.
CONFLICT OF LAWS
17. All contracts embodying these conditions and all proceedings arising out of such contracts shall be subject to and governed by the laws of England.