In these conditions the expression “the company” means Raceparts USA Ltd. The company does not seek to take away any right in Law that cannot be Lawfully negated and it should be held by a court or competent jurisdiction that any of these terms or condition has that effect, then such part or parts shall be severed from the remainder, which shall continue in full force or effect.
CONDITIONS TO BE CONCLUSIVE
The following terms and conditions (subject and together with any other terms set out in our written quotation, or any written amendment signed by the director of the company) are the only terms and conditions applicable to the transaction superseding all previous discussions and negotiations whether oral or written and prevailing over any terms or conditions put forward by any other party in any manner whatsoever or any point in time.
All documents by the company are subject to the conditions set out herein and shall remain valid for maximum period of 30 days from the date thereof. This limitation does not prelude the company from accepting an order against a quotation after the 30 days limit has expired, but no order is binding on the company until accepted. Any typographical, clerical or other error or omission in the company’s sales literature, quotation, price list, acceptance of offer, invoice or other document or information shall be subject to correction without any liability on the part of the company.
Each order and its acceptance is to be treated as a separate contract and accordingly, if there should be at any time more than one contract in the course of performance between the company and the same buyer, and if any questions, dispute or difficulty shall arise in respect of one or such contracts, neither the existence of such question, dispute or difficulty nor the terms on which it may be settled shall effect in any way whatsoever other such contracts.
VARIATION OF PRICE
If between the date of quotation and the date of delivery there are variations in the costs of overheads, expenses, labor or materials, transport or any other costs which may effect the processing or delivery of the goods, then the contract price may be varied at the company’s discretion. That is to say, unless the company’s quotation specifically provides for a fixed price contract, the prices ruling shall be those at the date of despatch.
TERMS OF PAYMENT
Unless otherwise agreed all invoices shall become payable 30 days following month of invoice date.
If any payment is in arrears, then the company shall have the right without prejudice to its other rights (both before and after any judgement) to suspend deliveries until payment is received whether such deliveries are part of the same order or other order or not, in addition to and without prejudice to any other right open to the company, It reserves the right to charge interest on overdue accounts at the rate of 2.5% above the minimum lending rate of the company’s bankers applicable from time to time. The company may appropriate any payment made by the buyer to such of the goods supplied by the company against any order of the buyer as the company may think fit (not withstanding any purported appropriation by the buyer).
PASSING OF RISKS
All risks shall pass to the customer on delivery to or in accordance with the customer’s instructions or in the case of carriage other than by the company’s carrier. It shall be the responsibility of the customer to arrange adequate insurance against all relevant risks.
COMPANY’S RIGHT OF CANCELLATION
If the buyer should make any default in or commit any breach of any of its obligations or if any distress of execution shall be levied on the buyer’s property or assets or if the buyer shall make or offer to make any arrangements or composition with its creditors, commit any act of bankruptcy, become subject to an administration order or (being an individual of firm) becomes bankrupt or (being a company) goes into liquidation (otherwise for the purpose of amalgamation or reconstruction) or an encumbrance takes possession, or a receiver is appointed of any of the property or assets of the buyer, or the buyer ceases or threatens to cease to carry on business, or the company reasonably apprehends that any of the events mentioned above is about to occur and notifies the buyer accordingly, or if any petition or receiving order in bankruptcy shall be presented or made against the buyer or if the buyer shall be a Limited Company and any resolution or petition to wind up the buyer’s business shall be passed or presented or if a Receiver of the buyer’s undertaking property assets or any part thereof shall be appointed. The company shall have the right forthwith to determine any contract then subsisting and to cancel any outstanding delivery or deliveries and to stop any goods in transit but all without prejudice to any other right which the company may have, and if the goods have been delivered, but not paid for, the price shall become immediately due not withstanding any previous agreement to the contrary.
CHANGES REQUIRED BY THE BUYER CAUSING LOSS OR EXPENSE TO THE COMPANY
All or any loss or expense occasioned to the company by changes required by the buyer in material, design, quantities, or delivery from those on which the acceptance of the order was based shall be made good to the company by the buyer.
The company shall be entitled to full indemnity if the buyer cancels an order, which the company has accepted. Orders accepted by the company shall not be cancelled by the buyer without the company’s prior written consent in the event of such a consent being give, the company reserves the right to charge a cancellation fee as a condition thereof. After despatch goods may not be returned to the company without prior written consent and in the event of the company giving such consent (subject to the goods not having deteriorated depreciated or been damaged) the company reserves the right as a condition of such consent to charge a restocking fee equivalent to 15% of the purchase price of the goods.
In all instances where the company is working from a new specification, an altered specification or specification new to the company, the company may submit samples for approval before executing the order which will then only be commenced on receipt of the buyer’s approval of the samples will only be submitted if requested by the buyer at the time of placing the order. All samples submitted will be charged to the buyer unless returned undamaged, carriage paid, to the company’s premises from which they are Despatched within one month of Despatch.
INDEMNITY AGAINST INFRINGEMENT OF INDUSTRIAL PROPERTY RIGHTS
The buyer will fully indemnify and hold the company harmless against any claim or liability in respect of any infringement or alleged Infringement of any Patent, Trade Mark, Registered design or any other like claim resulting from compliance with buyers instructions express or implied.
DELIVERY AND CARRIAGE
a) Delivery commitments are entered into in good faith, but the company shall not be liable for failure to deliver on the specified date, nor shall any failure be deemed to be in breach of contract or any part of its conditions or part thereof. Refusal of the buyer to accept part of the whole delivery at the time specified in the contract shall permit the company to decline to make further delivery without prejudice to the company’s rights to recover damages for breach of contract.
b) Where the contract calls for delivery by instalments, each instalment shall be regarded as a separate contract and any defects in any instalment or failure to deliver any instalments shall not give the buyer the right to cancel the balance of deliveries due under this or any other contract between the parties.
PASSING OF TITLE AND GOODS
The property in all goods sold by the company shall remain with the company until such sums at any time owing to the company under his or any other contract have been paid in full. The company reserves the right, to repossess the goods at any time and from any person, firm or company and from any place until such sums due to the company have been paid in full.
a) Any claim in respect of goods alleged, to be damaged or defective or goods miss-delivered or short-delivered must be made to the company in writing within 3 days of the date of Despatch for road transport. Buyers are required to have receipts for goods delivered signed by a responsible person and shall be presumed to have examined the goods before such signature. The marking of any receipt unexamined or by any similar wording shall not affect this presumption.
b) The company shall have no liability in any circumstances for any consequential loss and in no case shall the company’s liability exceed the invoiced value of the goods in question. It is a matter for the company’s reasonable discretion whether to replace the goods or refund the purchase price.
If it is proved to the company’s satisfaction that any material or workmanship in the goods is defective, the company is prepared to rectify or replace at its option such defective goods. If such rectification or replacement is not practicable the company will give credit for such defective material and workmanship, to an amount not exceeding the invoice price. In no circumstances whatever shall the company be liable for any further or consequential loss.
FAILURE TO TAKE DELIVERY
If the buyer fails to accept delivery of the goods as specified the company shall not be bound to tender or re-tender the goods, but the company shall have the right;
a) To invoice such goods including costs of non-acceptance for immediate payment.
b) To sell the goods elsewhere and recover any difference in price including costs of non-acceptance from the buyer.
c) To make a reasonable storage charge for goods remaining on the company’s premises longer than one month.
Notwithstanding any other provisions hereof, should the manufacture, processing, supply or despatch of the whole or any part of the goods, contracted for be prevented or hindered by any cause or causes beyond the company’s control the company shall be entitled either to cancel the contract or to postpone or suspend any delivery or deliveries under the contract until in the company’s judgement such cause has ceased to operate. The company shall not be under any liability whatsoever in respect of any such cancellation, postponement or suspension. Without limiting the generality of the cause or causes referred to above the same shall include war, fire, accident, breakdown of plant or machinery, strikes and lockouts (whether affecting the company’s works or those of supply contractors or carriers) non-delivery or delay of any materials of any circumstances which directly or indirectly interrupt prevent or hinder the due performance of the contract.
LAW AND JURISTICTION
The laws of the United States shall apply and the US courts shall have sole jurisdiction on respect of any claim or dispute in any way arising from the sale of goods or the supply of services under these terms by the company to any customer in any part of the world. But the company shall be entitled to institute legal proceedings for the recovery of monies due to the company in any appropriate court in the country in which the goods have been exported.