Interpretation

The definitions and rules of interpretation in this condition apply in these
conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: RSJ Motors Ltd (Company Number: 07607393) and whose registered office is Unit 1, Short Street, Bilston, Wolverhampton, WV14 6AF.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

Territory: any country the Buyer has advised the Company they supply Goods to.
Working Days: all days other than Saturdays, Sundays and public holidays in
England.
1.1 A reference to a particular law is a reference to it as it is in force for the
time being taking account of any amendment, extension, application or
re-enactment and includes any subordinate legislation for the time being
in force made under it.
1.2 Words in the singular include the plural and in the plural include the
singular.
1.3 A reference to one gender includes a reference to the other gender.
1.4 Condition headings do not affect the interpretation of these conditions.

2. Application of terms

2.1 Subject to any variation under condition 3 the Contract shall be on these
conditions to the exclusion of all other terms and conditions (including any
terms or conditions which the Buyer purports to apply under any purchase
order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the
Buyer’s purchase order, confirmation of order, specification or other
document shall form part of the Contract simply as a result of such
document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any representations
about the Goods shall have no effect unless expressly agreed in writing
and signed by a director of the Company. The Buyer acknowledges that it
has not relied on any statement, promise or representation made or given
by or on behalf of the Company which is not set out in the Contract.
Nothing in this condition shall exclude or limit the Company’s liability for
fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the
Company shall be deemed to be an offer by the Buyer to buy Goods
subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the
Company until a written acknowledgement of order is issued by the
Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable
specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into
existence until the Company despatches an acknowledgement of order to
the Buyer. Any quotation is valid for a period of 14 days only from its date,
provided that the Company has not previously withdrawn it.

3. Variation of Terms

3.1 These conditions apply to all the Company’s sales and any variations to
these conditions shall have no effect unless expressly agreed in writing
and signed by a director of the Company.
3.2 In the event that the Buyer is in breach of any of these conditions or the
terms of the variations agreed pursuant to clause 3.1 the Company
reserves the right to withdraw its agreement to the variations and revert
to these conditions on notice to the Buyer.

4. Cancellation

No order which has been accepted by the Company may be cancelled by the
Buyer unless agreed in writing by a director of the Company. Such agreement by
the Company shall be on the condition that the Buyer will indemnify the Company
in full against all loss (including loss of profit), costs (including the costs of all
labour and materials used), damages, charges and expenses incurred by the
Company as a result of the cancellation.

5. Description

All samples, drawings, descriptive matter, specifications and advertising issued by
the Company and any descriptions or illustrations contained in the Company’s
catalogues or brochures are issued or published for the sole purpose of giving an
approximate idea of the Goods described in them. They shall not form part of the
Contract and this is not a sale by sample.

6. Delivery

6.1 Unless otherwise agreed in writing by the Company, delivery of the Goods
shall take place when the Goods leave the Company’s premises whether
carried by the Company, the Buyer or an independent carrier.
6.2 The Buyer shall be responsible for taking delivery of the Goods on receipt
of notice from the Company confirming that the Goods are ready for
delivery
6.3 Any dates specified by the Company for delivery of the Goods are
intended to be an estimate and time for delivery shall not be made of the
essence by notice. If no dates are so specified, delivery shall be within a
reasonable time.
6.4 Subject to the other provisions of these conditions the Company shall not
be liable for any direct, indirect or consequential loss (all three of which
terms include, without limitation, pure economic loss, loss of profits, loss
of business, depletion of goodwill and similar loss), costs, damages,
charges or expenses caused directly or indirectly by any delay in the
delivery of the Goods (even if caused by the Company’s negligence), nor
shall any delay entitle the Buyer to terminate or rescind the Contract
unless such delay exceeds 60 days.
6.5 If for any reason the Buyer fails to accept delivery of any of the Goods
when they are ready for delivery, or the Company is unable to deliver the
Goods on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage
caused by the Company’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer
shall be liable for all related costs and expenses (including, without
limitation, storage and insurance).
6.6 The Buyer shall be responsible for providing at its own expense adequate
and appropriate equipment and manual labour for unloading the Goods.
6.7 The Company may deliver the Goods by separate instalments. Each
separate instalment shall be invoiced and paid for in accordance with the
provisions of the Contract.
6.8 Each instalment shall be a separate Contract and no cancellation or
termination of any one Contract relating to an instalment shall entitle the
Buyer to repudiate or cancel any other Contract or instalment.

7. Non-delivery

7.1 The quantity of any consignment of Goods as recorded by the Company
on despatch from the Company’s place of business shall be conclusive
evidence of the quantity received by the Buyer on delivery unless the
Buyer can provide conclusive evidence proving the contrary.
7.2 Any claim that the Company has failed to deliver the specified quantity or
type of Goods must be notified to the Company in writing within five
Working Days of the agreed scheduled date for delivery. The Company is
not liable in default of notification within such period.
7.3 The Company is not responsible for Goods damaged or lost in transit.
7.4 Any period stated by the Company for delivery of Goods is an estimate only
and time for delivery of Goods is not of the essence.
7.5 Any liability of the Company for non-delivery of the Goods shall be limited
to replacing the Goods within a reasonable time or issuing a credit note at
the pro rata Contract rate against any invoice raised for such Goods. The
Company shall not accept debit notes from the Buyer.

8. Risk/title

8.1 The Goods are at the risk of the Buyer from the time of delivery.
8.2 Ownership of the Goods shall not pass to the Buyer until the Company has
received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the
Buyer on any account.
8.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other
goods of the Buyer or any third party in such a way that they remain
readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or
relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on
the Company’s behalf for their full price against all risks to the reasonable
satisfaction of the Company. On request the Buyer shall produce the
policy of insurance to the Company.
8.4 The Buyer may resell the Goods before ownership has passed to it solely
on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at
full market value; and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s
own behalf and the Buyer shall deal as principal when making such a sale.
8.5 The Buyer’s right to possession of the Goods shall terminate immediately
if:
(a) the Buyer has a bankruptcy order made against him or makes an
arrangement or composition with his creditors, or otherwise takes the
benefit of any statutory provision for the time being in force for the relief
of insolvent debtors, or (being a body corporate) convenes a meeting of
creditors (whether formal or informal), or enters into liquidation (whether
voluntary or compulsory) except a solvent voluntary liquidation for the
purpose only of reconstruction or amalgamation, or has a receiver and/or
manager, administrator or administrative receiver appointed of its
undertaking or any part thereof, or documents are filed with the court for
the appointment of an administrator of the Buyer or notice of intention to
appoint an administrator is given by the Buyer or its directors or by a
qualifying floating charge holder (as defined in paragraph 14 of Schedule
B1 to the Insolvency Act 1986), or a resolution is passed or a petition
presented to any court for the winding-up of the Buyer or for the granting
of an administration order in respect of the Buyer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the Buyer;
or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to
be levied on his/its property or obtained against him/it, or fails to observe
or perform any of his/its obligations under the Contract or any other
contract between the Company and the Buyer, or is unable to pay its
debts within the meaning of section 123 of the Insolvency Act 1986 or the
Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
8.6 The Company shall be entitled to recover payment for the Goods
notwithstanding that ownership of any of the Goods has not passed from
the Company.
8.7 The Buyer authorises the Company to recover from the Buyer any overdue
payment for the Goods using any payment details held by the Company
from time to time and without further reference or notification to the
Buyer.
8.8 The Buyer grants the Company, its agents and employees an irrevocable
licence at any time to enter any premises where the Goods are or may be
stored in order to inspect them, or, where the Buyer’s right to possession
has terminated, to recover them.
8.9 Where the Company is unable to determine whether any Goods are the
goods in respect of which the Buyer’s right to possession has terminated,
the Buyer shall be deemed to have sold all goods of the kind sold by the
Company to the Buyer in the order in which they were invoiced to the
Buyer.
8.10 On termination of the Contract, howsoever caused, the Company’s (but
not the Buyer’s) rights contained in this condition 8 shall remain in effect.

9. Price

9.1 Unless otherwise agreed by the Company in writing, the price for the
Goods shall be the price set out in the Company’s price list published on
the date of delivery or deemed delivery.
9.2 The price for the Goods shall be exclusive of any Value Added Tax,
Customs Levy, Import Tax and all costs or charges in relation to packaging,
loading, unloading, carriage and insurance, all of which amounts the Buyer
shall pay in addition when it is due to pay for the Goods.

10. Payment

10.1 Subject to conditions 3, 10.2 and 10.7, payment of the price for the Goods
is due in pounds sterling upon presentation of the Company’s invoice,
unless an alternative currency has been previously agreed between the
Company and the Buyer, in which case the price for the Goods will be due
in the agreed currency upon presentation of the Company’s invoice.
Notwithstanding any variation to payment terms granted by concession
under condition 3 all monies owing are payable on demand.
10.2 Even where the Company agrees to either invoice and/or that the Buyer
may pay in a currency other than pounds sterling, the Company reserves
the right at any time by notification to the Buyer to revert all unpaid
invoices to pounds sterling at the exchange rate quoted by the European
Central Bank at the date of the invoice in which case the Buyer agrees to
pay all amounts due in pounds sterling.
10.3 If the Buyer receives an invoice which it reasonably believes includes a
sum which is not properly due it shall notify the Company of the amount
disputed within ten Working Days of receipt of the invoice (Invoice
Dispute Notification). The Company will not be liable for the repayment
of any overcharged sum where the Company has not received a valid
Invoice Dispute Notification. Where the Buyer does provide a valid
Invoice Dispute Notification the Buyer shall still be obliged to pay the
relevant invoice before the due date of the invoice (and interest shall
accrue in respect of its non-payment). If the Company determines in its
sole discretion that an invoice which is the subject of a valid Invoice
Dispute Notification includes a sum which is not properly due the
Company shall issue a credit note in respect of any overpaid sum including
interest accrued in respect of the overpaid sum at the rate of the annual
rate of 4% above the base lending rate from time to time of National
Westminster Bank plc, accruing on a daily basis until payment is made.
10.4 Time of payment shall be of the essence.
10.5 No payment shall be deemed to have been received until the Company
has received cleared funds.
10.6 If the Buyer fails to make any payment to the Company on the due date:
(i) all other sums payable to the Company shall immediately become due;
and
(ii) the Company may suspend performance of the Contract and any other
contract with the Buyer.
10.7 All payments payable to the Company under the Contract shall become
due immediately on its termination despite any other provision.
10.8 The Buyer shall make all payments due under the Contract in full without
any deduction whether by way of set-off, counterclaim, discount,
abatement or otherwise unless the Buyer has a valid court order requiring
an amount equal to such deduction to be paid by the Company to the
Buyer. The Company may set off against any sum due by it to the Buyer
under this Contract and/or under any other contract between the parties,
any sum due to it whether under this Contract and/or any other contract
between the parties.
10.9 For the avoidance of doubt, any defect found in the Goods (once accepted
by the Company) which does not affect the remainder of the Goods
supplied under the Contract or render the performance of the Contract
substantially different to that which was entered into shall not entitle the
Buyer to withhold or delay payment for the Goods which are not affected
by the defect.
10.10 If the Buyer fails to pay the Company any sum due pursuant to the
Contract, the Buyer shall be liable to pay interest to the Company on such
sum from the due date for payment at the annual rate of 4% above the
base lending rate from time to time of National Westminster Bank plc,
accruing on a daily basis until payment is made, whether before or after
any judgment.
10.11 The Company reserves the right to pass on to the Buyer any 3rd party fees
incurred by the Company pursuant to collection of any outstanding debt
by the Buyer

11. Warranty

11.1 Where the Company is not the manufacturer of the Goods, the Company
shall endeavour to transfer to the Buyer the benefit of any warranty or
guarantee given to the Company.
11.2 All warranties, conditions, guarantees and representatives implied by
statute, common law or otherwise are hereby excluded by Supplier to the
fullest extent permitted by law.
11.3 The liability of the Company under any warranty claim pursuant to
condition 11.2 will be limited to 3 months from the date the goods are
first invoiced, for all Goods manufactured by the Company, unless
otherwise specified in writing.
11.4 If any of the Goods do not conform with the Guarantee in 11.2 and are
within the timescales in 11.3 the Company shall, at the Company’s
discretion, offer a repair or replacement of the goods or offer a refund of
the price of such Goods at the pro rata Contract rate.
(a) In the event of a repair or replacement, the Company will cover the cost of
shipping the Goods to the Buyer.
11.5 The Company shall not be liable for a breach of the warranty in condition
11.2 unless:
(a) the Buyer gives written notice of the defect to the Company, and, if the
defect is as a result of damage in transit to the carrier, within 5 days of the
time when the Buyer discovers or ought to have discovered the defect;
and
(b) the Company is given a reasonable opportunity after receiving the notice
of examining such Goods and the Buyer (if asked to do so by the
Company) returns such Goods to the Company’s place of business.
11.6 The return of any Goods for alleged emissions failure must be
accompanied by:
(a) the Company’s official returns form, duly completed; and
(b) a copy of the failure certificate issued by the MOT (or other authorised)
testing centre showing the gas analysis figures resulting in the failure.
11.7 The Company shall not be liable for a breach the warranty in condition
11.2 if:
(a) the Buyer or the Buyer’s customer makes any further use of such Goods
after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company’s oral or
written instructions as to the storage, installation, commissioning, use or
maintenance of the Goods or (if there are none) good trade practice;
(c) the Buyer alters or repairs such Goods without the written consent of the
Company; or
(d) the fault arises from any cause beyond the control of the Company
including by way of example (but not limited to):
(i) the application of exhaust paste to any part of the exhaust system in front
of the catalytic converter or DPF; or
(ii) poor fitting of the catalytic converter or DPF to a vehicle by way of
example (but not limited to) over- tightening or non- usage of spring bolts;
or
(iii) external damage as a result of hitting an object on the road.
11.8 Notwithstanding condition 11.3 the Company reserves the right to deal
with a warranty claim under condition 11.2 as it sees fit in the event that
the Buyer has failed to pay to the Company any sums due pursuant to the
Contract.
11.9 If the Company complies with conditions 11.2 and 11.7 it shall have no
further liability for a breach of any of the warranties in condition 11.2 in
respect of such Goods.
11.10 Notification by the Buyer that they intend to return the Goods for any
reason other than under a warranty claim must be notified to the
Company within 3 working days of the date of the invoice (unless
otherwise agreed by a director of the Company in writing). The Company
reserves the right to refuse a return of Goods under 11.10 or at the
Company’s discretion to issue a credit for returns of Goods which do not
relate to warranty claims or incorrect delivery at a reduced value to cover
costs, including but not limited to, packaging costs, carriage costs, loss of
profit and administrative costs.

12. Limitation of liability

12.1 Subject to condition 6, condition 7 and condition 11, the following
provisions set out the entire financial liability of the Company (including
any liability for the acts or omissions of its employees, agents and sub-
contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any
product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common
law (save for the conditions implied by section 12 of the Sale of Goods Act
1979) are, to the fullest extent permitted by law, excluded from the
Contract. This condition does not exclude or restrict the liability of the
Company towards any buyer who is a consumer within the Unfair Contract
Terms Act 1977 or the Unfair Terms in Consumer Contracts Regulations
1999.
12.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or
attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
(a) the Company’s total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated performance
of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of
business, or depletion of goodwill in each case whether direct, indirect or
consequential, or any claims for consequential compensation whatsoever
(howsoever caused including, by way of example but not limited to, claims
by the Buyer in respect of labour costs) which arise out of or in connection
with the Contract.
12.5 It is the Buyer’s obligation to acquaint itself and to comply with all
applicable legislation, regulations, requirements and restrictions imposed
by law or by governmental and other authorities or corporations relating
to the possession, use, import, export, or resale of the Goods. It is the
Buyer’s obligation to ensure that no Goods are exported or imported in
violation of the laws of any jurisdiction into or through which the Products
are transported. Save in respect of death or personal injury arising from
the Company’s negligence, the Company can accept no liability for any
loss or damage (by way of example but not limited to fines, court action,
loss of business, depletion of goodwill or compensation claims) incurred
by the Buyer resulting from any violation of any such legislation,
regulations or legal requirements by the Buyer or any other party.

13. Installation

The Company is the manufacturer and/or supplier of the Goods supplied under or
in connection with this Contract and does not provide installation services in
respect of the Goods. To the extent permissible by law, the Company accepts no
liability arising from or in connection with the handling, fitting or installation of
the Goods by the Buyer or its customers.

14. Assignment

14.1 The Company may assign the Contract or any part of it to any person, firm
or company.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it
without the prior written consent of the Company.

15. Force majeure

The Company reserves the right to defer the date of delivery or to cancel the
Contract or reduce the volume of the Goods ordered by the Buyer (without
liability to the Buyer) if it is prevented from or delayed in the carrying on of its
business due to circumstances beyond the reasonable control of the Company
including, without limitation, acts of God, governmental actions, war or national
emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion,
flood, epidemic, lock-outs, strikes or other labour disputes (whether or not
relating to either party’s workforce), or restraints or delays affecting carriers or
inability or delay in obtaining supplies of adequate or suitable materials, provided
that, if the event in question continues for a continuous period in excess of 90
days, the Buyer shall be entitled to give notice in writing to the Company to
terminate the Contract.

16. General

16.1 Each right or remedy of the Company under the Contract is without
prejudice to any other right or remedy of the Company whether under the
Contract or not.
16.2 If any provision of the Contract is found by any court, tribunal or
administrative body of competent jurisdiction to be wholly or partly
illegal, invalid, void, voidable, unenforceable or unreasonable it shall to
the extent of such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such provision
shall continue in full force and effect.
16.3 Failure or delay by the Company in enforcing or partially enforcing any
provision of the Contract shall not be construed as a waiver of any of its
rights under the Contract.
16.4 Any waiver by the Company of any breach of, or any default under, any
provision of the Contract by the Buyer shall not be deemed a waiver of
any subsequent breach or default and shall in no way affect the other
terms of the Contract.
16.5 The parties to the Contract do not intend that any term of the Contract
shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act
1999 by any person that is not a party to it.
16.6 If the Buyer enters into an agreement with any third party, which results
in a change of commercial terms for the Company, the Company reserves
the right to amend the prices and commercial terms offered to the Buyer.
16.7 The Buyer must inform the Company if they sell the Goods outside of their
Territory.
16.8 The Buyer must ensure they have adequate transport insurance for any
Goods purchased Ex Works.
16.9 If this agreement is translated and there are any inconsistencies in the
translation, the English language version takes precedence.

17. Governing Law & Jurisdiction

17.1 The formation, existence, construction, performance, validity and all
aspects of the Contract shall be governed by English law.
17.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the
courts of England & Wales over any claim or matter arising out of or in
connection with the Contract or these conditions.

18. Communications

18.1 All communications between the parties about the Contract shall be in
writing and delivered by hand or sent by pre-paid first class post or sent by
fax or electronic communication (including e-mail):
(a) (in case of communications to the Company) to its registered office or
such changed address as shall be notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office
of the addressee (if it is a company) or (in any other case) to any address
of the Buyer set out in any document which forms part of the Contract or
such other address as shall be notified to the Company by the Buyer.
18.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays
and bank and public holidays) after posting (exclusive of the day of
posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or electronic communication on a working day prior to 4.00
pm, at the time of transmission and otherwise on the next working day.
18.3 The company reserves the right to record telephone conversations and
monitor all communications between the buyer and the company
including its employees or other appointed representatives.

19. Export terms

19.1 Exports for the purposes of these conditions are defined as exports of
Goods to those territories which are not subject to United Kingdom Value
Added Tax (VAT) jurisdiction.
19.2 Unless the context otherwise requires, any term or expression which is
defined in or given a particular meaning by the provisions of INCOTERMS
shall have the same meaning in these Conditions, but if there is any
conflict between the provisions of INCOTERMS and these Conditions, the
latter shall prevail.
19.3 The provisions of this condition 19 shall (subject to any special terms
agreed in writing between the Buyer and the Company) apply
notwithstanding any other provision of these conditions.
19.4 Unless otherwise agreed in writing between the Buyer and the Company,
the Goods shall be delivered Ex Works. The Company shall be under no
obligation to give notice under section 32(3) of the Sale of Goods Act
1979.
19.5 The Buyer shall be responsible for arranging for testing and inspection of
the Goods at the Company’s premises before shipment. 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.
19.6 Unless otherwise required by the Company, payment of all amounts due
to the Company shall be made by an irrevocable letter of credit, in a form
acceptable to the Company, to be opened by the Buyer in favour of the
Company and confirmed by a bank in the United Kingdom acceptable to
the Company within 14 days of shipment of the Goods unless otherwise
agreed in writing by a director of the Company.