Terms & Conditions
Definitions
“Order”: - The Buyer’s request in writing to the Seller to purchase the Goods/Services in accordance with these General Conditions.
“Buyer”: - The purchaser of the Goods/Services, which terms shall include its servants, agents or permitted assigns.
“Contract”: -A contract for the sale and purchase of the Goods/Services
“General Conditions”: -The standard terms and conditions of sale set out in this document including (unless the context otherwise
requires) and special conditions agree in writing between the Buyer and the Seller.
“Goods”: - The item(s) specified in the Seller’s Invoice and includes Parts and Vehicles
“Non Stocked Parts”: - Any part not normally carried in stock by the Seller
“Seller”: - Setanta Vehicle Imports Limited, its servants, agents or assigns
“Services”: - Those specified in the Seller’s Invoice
1. General
a) All Orders are accepted on the terms of the within General Conditions and on no others. These General Conditions, which supersede any earlier sets of conditions wheresoever appearing, shall override and exclude any other terms or conditions stipulated or incorporated or referred to by the Seller, whether in the order or in any negotiations, and any course of dealing established between the Seller and the Buyer.
b) For the avoidance of doubt the applicability of any general terms and conditions of the Buyer are expressly rejected.
c) The Buyer’s Order shall include all instructions to the Seller and if not so contained any instructions shall not be binding on the Seller.
d) No variation of these General Conditions shall be binding unless agreed in writing between the authorised representative of the Seller and the Buyer.
e) The Seller reserves the right to refuse or accept any Order.
2. Goods
a) Unless otherwise agreed in writing, all specifications, drawings and particulars of weights and dimensions submitted are approximate only, and the descriptions and illustrations wheresoever contained, are intended merely to present a general idea of the products described therein and none of these shall form part of the Contract.
b) Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer, the Buyer acknowledges that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample under the Contract. The Buyer shall take the Goods at his own risk as to their corresponding with any sample and as to their quality, condition or sufficiency for any purpose.
c) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.
d) The Seller may at its discretion from time to time vary the design of the Goods without notice to the Buyer provided that any such variations do not constitute material alterations to the Goods.
3. Services
a) The Seller provides Vehicle Repair and Maintenance Services and Vehicle Testing Services. The Seller warrants that it has the necessary skill to render the Services, that the Seller shall supply the Services with due skill, care and diligence; that where materials are used, they will be sound and reasonably fit for the purpose for which they are required, and that where Goods are supplied they will be of merchantable quality within the meaning of that term in the Sales of Goods Act 1893 as inserted by Section 10 of the Sale of Goods and Supply of Services Act 1980.
b) The Services provided by and on behalf of the Seller will be performed on the Seller’s premises in one of its workshops/garages unless in the opinion of the Seller the work must be performed elsewhere. The Buyer agrees to give the Seller full and free access to the Vehicle in question and to comply with all reasonable requests of the Company and its representatives in the testing and or servicing of the Vehicle.
c) The Services to be provided are those agreed between the Buyer and the Seller and shall not be extended or added to unless the Seller and the Buyer agree to such extension or addition in writing, and the Buyer agrees to pay for the additional or extended services.
d) The Seller shall not be liable in respect of any failure on its part to provide the services due to causes beyond its control.
e) The Seller reserves the right to charge additional fees where increased expenditure is incurred by the Seller in the performance of the Services due to factors beyond its control, provided reasonable notice is given to the Buyer of such increased expenditure.
f) Vehicles left on the Seller’s premises for any time longer than the stipulated collection date are liable to a storage charge which will be notified to the Buyer.
f) In the case of Vehicle Testing, if the vehicle passes the MOT test in the opinion of the Seller, a Certificate of Roadworthiness will issue. If the vehicle fails the test, the Seller will inform the Buyer of such failure and the reasons for same.
g) A retest must be carried out not more than 21 days following the date of refusal by the Seller to issue a Certificate of Roadworthiness. The vehicle may note travel more than 4000 miles from the date of the original test and the date of the retest.
h) All Vehicle Testing and Retesting are carried out subject to the appropriate fee as stipulated.
4. Orders and Specifications
a) The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods/Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
b) The quality, quantity and description of, and/or any specification for, the Goods/Services shall be those set out in the Buyer’s Order (if accepted by the Seller).
c) No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the costs of labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
d) Where the Buyer places an Order for Non Stocked Parts, the Seller shall use its best endeavours to obtain said Non Stocked Parts but does not guarantee execution of such an Order. Prior to placing the Order for any Non Stocked Parts the Seller requires the Buyer to make payment in full for said Order. Once ordered by the Seller the Buyer cannot cancel his order unless it is also possible for the Seller to cancel their order provided said cancellation does not incur any cost to the Seller. Thereafter, the Buyer must take delivery of or make arrangements for the collection of the Non Stocked Parts and cannot return same for Credit, Refund or Exchange under any circumstances except where the goods are found and proved to be faulty.
5. Use of the Goods
a) Where the Goods have been purchased by the Buyer either for use or resale, the Buyer shall bring to the attention of all persons using or purchasing them all of the Seller’s instructions and/or any recommendations for use.
b) The Buyer shall not remove any plaque or other label affixed to the Goods referring any user to the Seller’s instructions and/or recommendations for use and the Buyer must exact an equivalent enforceable undertaking from any entity purchasing the Goods from the Buyer.
c) The Buyer shall indemnify the Seller against all actions, suits, claims, demands, losses, charges, costs and expenses which the Seller may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate a breach of the undertakings, representations and warranties on the part of the Buyer contained in these General Conditions or which if established would indicate a breach by any purchaser from the Buyer of any undertaking which the Buyer is required in these General Conditions to exact from such purchaser.
6. The Price
a) The price of the Goods/Services shall be the Seller’s quoted price, or, where promotional documentation applies, the price quoted in said promotional documentation. All prices are ex works unless otherwise stated in writing and are exclusive of any duty or taxes.
b) The Seller reserves the right to increase the price for the Goods/Services ordered to meet any charges and expenses incurred by it as a result of the suspension of delivery by the Buyer. Any such increase in price shall be without prejudice to any of the rights of the Sellers and remedies under these General Conditions and the Contract.
7. Terms of Payment
a) Invoices for goods sold and services rendered will issue from the Seller to the Buyer by email or by post.
b) A Statement of Account will issue at the end of each month from the Seller to the Buyer.
c) It is the Buyer’s obligation to ensure that all invoices for goods and services are processed on their accounting system in a timely fashion.
d) The buyer shall have 7 days within which to raise any query on an invoice from date of issue. The seller shall endeavour to resolve all queries in a reasonable time frame. If the query is upheld a credit note or partial credit note will issue. If the query is not upheld the invoice will be deemed due for payment in accordance with the credit terms.
e) All service and parts accounts are due for payment 30 days end of month from the date of the invoice unless otherwise agreed in writing by bank transfer or direct debit (mandate to be signed by customer).
f) All Hire accounts are due for payment in accordance with your Hire Agreement (including Rent to Buy Agreements).
g) All Vehicle Sale Accounts are due for payment prior to delivery.
h) It is a condition of having a credit account with the Seller that the Buyer pays their account on time each month. Failure to do so can lead to withdrawal of credit facilities.
i) If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 1.5% per month until payment is made.
j) The Seller reserves the right to refuse to execute any order or contract if the arrangement for payment or the Buyer’s creditworthiness is not satisfactory to the Seller. The Seller may make delivery conditional upon simultaneous matching payment (such as cash on delivery or bank transfer) or on pre-payment, especially (but without limitation) where there is no previous business relationship between the Seller and the Buyer, if delivery is to be made to a foreign country or if there is a high risk of late payment.
k) In the case of non-payment of any account when due or in case there shall be any default or refusal on the part of the Buyer to take due delivery of any Goods or materials or in the case of death, incapacity, bankruptcy or insolvency of the Buyer, or when the Buyer is a limited company in the case of liquidation or the appointment of a receiver then the purchase price of all Goods/Services invoiced and delivered by the Seller to the Buyer at that date shall immediately become due and payable by the Buyer to the Seller and in addition the Seller is entitled to have the right to cancel every Contract made with the Buyer or to suspend or to discontinue delivery of Goods/Services at the Seller’s option without prejudice to its right to recover any loss sustained. The Seller further reserves the right to refuse to release a Certificate of Road Worthiness until the Buyer’s account is brought within its credit terms and/or limit.
8. Delivery
a) All delivery dates are estimates only and the Seller shall not be liable for failure to make the Goods available by such dates save where any express guarantee in writing is given by the Seller. This also applies to the completion of any Service as defined above.
b) The Seller shall not in any circumstances be liable for any failure or delay in delivery/completion and/or any consequential loss incurred on goods delivered or services rendered, howsoever caused.
c) Where the Goods/Services are to be delivered/completed in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalment shall not entitled the Buyer to treat the Contract as a whole repudiated.
d) The Buyer shall not refuse to take delivery on account of minor defects in the Goods/Services.
e) Claims in respect of loss or damage in transit should be made direct on the carrier or transporters concerned.
f) All deliveries/completed services must be signed for by the Buyer and it is the Buyer’s responsibility to ensure at the time of signing that the Goods/Services received are as ordered and are to the satisfaction of the Buyer.
g) If the Buyer stipulates that a delivery is to be made to an unmanned location or if the Buyer does not provide a representative to sign for the Goods delivered this will not prejudice the Seller’s ability to deliver the Goods and to subsequently claim payment for said goods.
h) If the Buyer requests that keys to a Vehicle be collected after business hours and stipulates that those keys are to be left unsecured in a public place e.g. on the wheel of the vehicle or in the visor of an unlocked vehicle, the Seller accepts no responsibility for the security of said vehicle and any loss, damage, or theft occasioned will be the sole responsibility of the Buyer.
i) In the case of 8(g) above, the Buyer shall not be permitted to claim the fact that no signed proof of delivery is available to refuse to pay for the Goods delivered. The Buyer will also not be permitted to return any Goods so delivered by reason of damage or quality issues. The Buyer will likewise not be permitted to claim any deficiency in relation to the quantity delivered in such circumstances.
9. Transport
a) Unless otherwise specified where the price quoted includes delivery, the Seller may use its absolute discretion as to the method of transport. Special transport arrangements made at the Buyer’s request may be charged extra to the Buyer. In all other circumstances deliveries are chargeable to the Buyer and the Buyer shall be informed of said cost at the time of making an Order.
b) Without prejudice to 7(d); 8 (g) and (h) above, the Seller must be notified in writing of any shortages in, damaged or faulty goods delivered or services rendered within three days of delivery or completion. No responsibility whatsoever for such shortages in, damaged or faulty goods or services will be accepted by the Seller in the event of failure by the Buyer to notify the Seller of same within the said period of three days or if the reason for the shortages in, damage or fault is not a result of the action or omission of the Seller. Without prejudice to the above, the Seller may accept returns of goods or a claim of damages or fault outside of these rules but shall charge a 15% handling charge in relation to said returns/claims.
c) All goods returned must be returned in a re-saleable state in the original undamaged packaging and must be unused and unsoiled. The Seller reserves the right to refuse to accept returns made not in accordance with the within clause despite being returned within three days of delivery. Similarly if the Goods are subsequently returned to the Seller’s supplier who refuses to take delivery by reason of the goods being returned in an un-saleable condition as described above, then the Seller reserves the right to refuse to accept the said return and to also refuse to issue a credit for said return. In this instance the Seller will request whether or not the Buyer wishes to take possession of the returned Goods and if that is the case any cost associated with returning the Goods to the Buyer shall be the Buyers. If the Buyer does not wish to take possession of the Goods following a rejection of credit for same, the Seller shall dispose of the Goods and if any cost is incurred shall pass that cost to the Buyer.
d) It is the Seller’s obligation to return the goods at their own cost unless otherwise agreed by the Seller.
e) If the returned Goods are acceptable to the Seller a full credit shall be issued for the Goods.
f) If not so acceptable, the Seller may refuse to issue a credit for same and shall either return the Goods to the Buyer or with the Buyer’s consent shall dispose of the Goods. Any costs associated with the return of the Goods to the Buyer or in relation to their disposal shall be borne by the Buyer.
10. Warranty
a) The Seller shall inform the Buyer if the Goods/Services are subject to a Supplier’s/Manufacturer’s Warranty/Guarantee at point of sale.
b) The Warranty/Guarantee period associated with Goods/Services shall be as stipulated by the Seller or the Seller’s Supplier/Manufacturer and shall begin to run at the date stipulated by the Seller and not necessarily on the date of sale from the Seller to the Buyer.
c) Any Warranty/Guarantee supplied does not cover defects arising from misuse, neglect or normal wear and tear.
d) The Seller should be notified within 3 days of any Goods/Services considered defective under these conditions.
e) The Buyer must provide Proof of Purchase of the Goods/Services. Acceptable Proof of Purchase includes an Issued Invoice in the name of the Buyer or the Original signed Proof of Delivery supplied to the Buyer on delivery or both.
f) If replacement Goods are available the Buyer is obliged to take said replacement from the Seller and shall not be permitted to source a replacement from another source and if this is the case the cost of the replacement shall not be covered by the Warranty/Guarantee.
g) If Replacement Goods are available, and the Buyer procures a replacement from another source the cost of the replacement shall not be covered by the Warranty/Guarantee.
h) If the Seller is unable to obtain replacement Goods within 3 days of notification of the defect the Buyer may obtain a replacement from an alternative source and the cost of same shall, if the warranty claim is successful, be covered under the warranty.
i) All Warranty Claims in respect of Goods are subject to approval by the Seller’s Supplier/ Manufacturer.
j) If a warranty claim in respect of Goods is rejected any and all replacements must be paid for by the Buyer and any costs associated with the warranty claim including but not limited to labour costs, carriage and handling charges shall be borne by the Buyer.
k) Labour costs may be provided at the discretion of the Seller’s Supplier/Manufacturer and if not so provided shall not be paid by the Seller. Any claim for labour costs must be made at the time of the return of the faulty good.
l) All Warranty Claims for Defective Services will be investigated by the Seller and the finding of the Seller shall be final. If the claim is successful the Seller we remedy the defects free of charge. However, if the claim is unsuccessful the Seller will only remedy any defect provided same is paid for in full by the Buyer.
m) All consequential losses associated with a warranty claim are excluded and the Seller shall not be responsible for any such loss in any circumstances.
n) It is the Buyer’s responsibility to ensure that any Goods ordered are correct prior to fitting same. If the Buyer, by proper and reasonable examination, would have discovered the Goods supplied were incorrect and despite same, fits the Goods the Buyer is precluded from making a claim under any Warranty provided with the said Goods.
o) If the Warranty Claim in respect of Goods is successful and the Seller furnished replacement Goods to the Buyer, the Seller shall issue a credit against the replacement Goods. If the replacement was obtained from an alternative source, the Seller shall issue a credit against the original Goods sold.
p) If the Warranty Claim is declined the Buyer may request a copy of the Report supplied by the Seller’s Supplier/Manufacturer in respect of Goods and a written Report compiled by the Seller in respect of Services.
q) The Buyer may request the return of the faulty goods in the case of a rejected claim and must either arrange for their collection or pay the cost of their delivery.
r) In all cases of a warranty claim being rejected the Buyer must pay for the Goods/Services and may not refuse to pay for same and/or any other Goods/Services purchased by the Buyer from the Seller.
11. Title and Risk
a) The Goods supplied by the Seller shall be at the Buyer’s risk immediately on dispatch from the Seller’s premises or from the Seller’s Supplier’s/Manufacturer’s premises and the Buyer should therefore be insured accordingly.
b) Notwithstanding delivery and passing of risk the property and title in the goods shall remain with the Seller and shall not pass to the Buyer until the Buyer shall have discharged all sums due to the Seller no matter on what grounds such items are due.
c) The Seller reserves the right to enter onto the Buyer’s premises and take possession of the goods and remove them at any time when the Buyer is in default (as outlined below). The Buyer hereby authorises the Seller to so enter upon his/their premises for the removal and/or collection of the goods for which payment is in default.
d) Should the goods become part of other goods to be sold or used in the course of business by the customer but are still readily identifiable and may be extracted or removed from such goods, then the Company shall have the right to so extract or remove said goods and the customer shall keep a record of the goods to which they have become part and shall inform the Company when requested to do so of same.
e) Said right of immediate recovery of its Goods shall be exercised by the Seller on the occurrence of any one or more of the following events: -
(i) The Buyer is deemed by the Seller to be in default of his/her/their credit terms and/or limit as outlined to the Buyer by the Seller and/or the within General Conditions of Sale.
(ii) The appointment of a receiver or a manager in respect of the Buyer’s affairs or any notice that a receiver or manager is to be appointed.
(iii) The presentation of a petition to wind up to the Buyer (or any notice that steps are to be taken to wind up the Buyer) or the passing of a resolution to wind up the Buyer (save for the purpose of reconstruction or amalgamation) or notice of any intention to move or pass such a resolution save as aforesaid.
(iv) A decision by the Buyer that the Buyer intends to make an arrangement or compromise with its Creditors or the making of any arrangement or compromise with its Creditors.
(v) The levying of any distress or restraint upon the property or goods of the Buyer.
f) The Buyer may not withhold payment of any invoice or other amount due to the Seller or have any right of set-off or counterclaim which the Buyer may have or have alleged to have for any reason whatsoever.
12. Rejection of Goods/Services
The Buyer shall inspect the Goods or the completed Services on collection or immediately on their receipt from the Seller and shall (with the exception of the case described in 8(g) – (h) above) within three days from such collection or receipt give notice to the Seller of any matter or thing by reasons whereof he alleges that the Goods/Services are not in accordance with the Contract. If the Buyer shall fail to give such notice the Goods/Services shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods/Services accordingly.
13. Representations
a) The Buyer is responsible for the suitability of the Goods/Services. The Goods/Services are supplied by the Seller on the basis that they conform to the written terms and to any description contained in these General Conditions. No other warranties, representations, terms and conditions or variations of any sort whatsoever whether written or oral or alleged to have been made or entered into by the Seller or any servant or agent of the Seller shall be of any force or effect unless confirmed in writing by a director or designated representative of the Seller.
b) The Buyer acknowledges that no representations outside these terms have induced him into the Contract (which expression shall include any contract of which these terms form part).
c) The Seller does agree to assign to the Buyer the benefit of any claims or rights which it may have against any other parties from which it has obtained goods which it resells to the Buyer.
14. Defects, Loss and Damage
The Seller takes no responsibility whatsoever for any defects, loss or damage (save as otherwise provided herein) caused by the Goods, which said defects, loss or damage are the sole responsibility of the manufacturer and/or supplier of the Goods to the Seller, to whom all claims should be made or caused by the Services provided where such defect, loss or damage is not caused by the Seller.
15. Indemnity
The Buyer shall indemnify the Seller in respect of all damages, injury, loss and expenses occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which the Seller may become liable in respect of the Goods/Services, where such damage, injury, loss or expense shall have been occasioned partly or wholly by the negligence, breach of contract or carelessness of the Buyer or its servants or agents.
16. Force Majeure
a) The Seller shall not be liable to the Buyer 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 Seller’s obligations in relation to the Goods/Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: -
(i) Act of God, explosion, flood, tempest, fire or accident;
(ii) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or third parties)
(iii) War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(iv) Import or export regulations or embargos;
(v) Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(vi) Power failure or breakdown in machinery;
17. Intellectual Property
Any Goods/Services the subject of an intellectual property right are sold to the Buyer subject to that intellectual property right and the Buyer shall not reproduce or use the Goods/Services in any way without the prior written consent of the owner of the Intellectual Property rights.
18. Assignment
The Buyer shall not assign any benefit under these General Conditions or any Contract without the consent in writing of the Seller, which may be given on such terms as to guarantee or indemnify or otherwise as the Seller thinks fit.
19. Notices
Any notices given under or pursuant to these General Conditions or any Contract may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by facsimile (provided in the case of facsimile that evidence of successful transmission is received by the sender) and if so sent or transmitted to the address of the party as stated on the Order, or such other address as the party may by notice to the other have substituted therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the address in normal business hours.
20. No Waiver
a) Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it under the Contract by the other party without in any way prejudicing or affecting its rights in respect of any other liability or right not so released, compounded, waived or postponed.
b) No single or partial exercise or failure or delay in exercising any right, power or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under the Contract or otherwise.
21. Invalidity
If any provision in these General Conditions is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of these General Conditions shall not be impaired or affected in any way.
22. Jurisdiction
These General Conditions shall be governed by and construed in accordance with the Laws of the United Kingdom and shall be subject to the jurisdiction of the British court.
