Terms And Conditions
The conditions of sale as set out below shall govern the terms of supply of goods by Driveshaft Solutions ("the Seller") and shall take precedence over the Buyers terms of supply notwithstanding any provisions to the contrary contained in the Buyers terms and conditions of supply. The Sellers terms and conditions shall be deemed to have been agreed once work has commenced on the order.
2. QUOTATIONS AND ORDER ACCEPTANCES
Any quotation by the Seller is not an offer and may be withdrawn or amended without notice. Any order given by the Buyer whether by reference to a quotation or otherwise, shall not be binding on the Seller until accepted by the Seller in writing.
The Seller reserves the right to vary the price of the goods by notice to the Buyer given at any time before delivery if there is any increase in the price or cost of the goods to the Company by reason of any foreign exchange fluctuations currency regulations alterations in duties of taxes, variations in the cost of raw materials or labour or utilities or transport by reason of any cause (whether or not of the same nature as the foregoing) beyond the control of the Seller. All prices quoted by the Company, unless by prior agreement, are deemed ex-works.
4. CREDIT ACCOUNTS
Customers may request a credit account, which may be opened by furnishing the Seller with two satisfactory trade references, a bankers reference and a copy of the Buyer's letterhead which details as a minimum their company registration and VAT nos. The Seller will furnish a credit application form which must be completed and signed by a responsible officer representing the Buyer's company.
The company, however, reserves the right to ask for cash payment on or before delivery of goods/product whether or not a credit account has been opened for the Buyer. Buyer's not having benefit of credit terms should send full payment with their orders.
If a trading account is suspended, discontinued or closed all monies outstanding to the Seller must be settled in full within 30 days of cessation of trading.
5. PAYMENT AND VALUE ADDED TAX
All goods and/or services sold by the company will be subject to VAT which will be charged at the rate applicable at date of goods/products invoice.
Where credit has been issued for goods/products returned to the company in accordance with these conditions of sale, credit for VAT on such goods/products will only be given in circumstances permitted by H.M. Customs and Excise.
6. RETENTION OF TITLE
Property of the goods shall remain with the Seller until the earlier of:
(i) receipt by the Seller of payment in full or:
(ii) resale by the Buyer in accordance with the last paragraph of this clause.
So long as property of the goods shall remain with the Seller the goods shall be set aside from the Buyers general stock of goods and other property and shall be marked with an indication that they remain in the property of the Seller.
If the Buyer shall commit any breach of its obligations to the Seller including, without limitation, failure to pay any sum due to the Company on or before the due date, the appointment of receiver to the Buyers business or the presentation of a petition to wind-up the Buyer, the Seller shall have the right without prior notice at any time to retake possession of the whole or any part of the goods (and for that purpose to go on to any premises occupied by the Buyer or any subsidiary, parent or associated company of the Buyer) which are the subject of any contract between the Seller and the Buyer (or any parent, subsidiary or associated company of the Buyer) to the value of all sums due to the Seller without prejudice to any other remedy of the Seller.
The Buyer shall be entitled to sell (as principal in relation to any sub-purchase but as agent between the Seller and the Buyer) in the ordinary course of its business goods supplied by the Seller in respect of which payment has not been made provided such sale is made for the account of the Seller and that the Buyer holds any sum received or payable in respect of such sale in trust for the Seller until payment of the total contract price of the goods and any other payment due to the Seller from the Buyer have been duly made.
The Buyer will be responsible for the cost of insurance cover to the full value of goods/product not paid for in full, where Title has not passed under Section 6 of these conditions. The Buyer indemnifies the Seller for the loss, damage to, or destruction of any goods where Title still rests with the Seller. Any insurance monies payable under this clause should be made over or held in trust for the Seller subject to the relative insurance companies claims procedures.
8. SUB-CONTRACTING OF WORK
The Seller reserves the right to sub-contract the whole or part of any work at their absolute discretion.
9. SUITABILITY OF GOODS/MATERIALS AND WARRANTY
The Seller warrants that at time of shipment from the factory, the products shall be free of defects in material and/or workmanship, for 1 year (12 months) or 12,000 miles whichever is the soonest, except for taxis or hire vehicles wherein warranty is limited to 30 days (1 month). Product(s) belonging the Buyer or their customer which are "monitored" or repaired by the Seller but not wholly manufactured by the Seller will be warranted for a period of 6 months from date of invoice (or as agreed in writing). In the event products do not comply with the above warranty, and the Buyer gives written notice to the Seller within 30 days of discovery of such non compliance, then after the Seller has examined and determined such products to be in fact defective, the Seller will at their own option either furnish a replacement for the part(s) / component(s), or issue a credit for the original purchase price of the defective product(s). No return of the product(s) claimed, will be accepted without prior authorisation by the Seller, any claim must be accompanied by Sellers original invoice no. and duly completed warranty claim form.
The foregoing warranty does not extend to any product(s) that have been subjected to misuse, neglect, accident, improper installation; nor does said warranty extend to any product which has been fitted to vehicles used for off road use, or vehicles used for competition purposes, or vehicles which in the opinion of the Seller have been overloaded. Warranty is also void on product(s) which have been altered, modified, or repaired (which includes use of cable ties (plastic), non recommended universal C.V. or sub standard boots and/or incorrect grade of joint/boot grease); nor does said warranty extend to any product which has had the identifying symbol(s), mark(s), label(s) removed, altered or changed. The Seller will not be held liable for any errors, defects or omissions in the design of any component(s)/product(s) regardless of whether such design faults result from acts or omissions of the manufacturer, supplier, Buyer or any other party.
The Seller will not be liable for any loss, damage, injury or expense(s), claim(s) (including labour and/or shipping) special incidental, or consequential damage/loss of any kind, whether or not based upon warranty expressed or implied; except for the obligations outlined above which shall be deemed the full extent of the Sellers liability. In no event shall the Seller be liable for any costs in excess of the original purchase price of the product(s)/component(s).
Agreed surcharges are redeemable within 2 months of invoice dated. All surcharges will be credited upon receipt into the Sellers premises of acceptable used core(s) which meet the parameters specified by the Seller comprising:
a) No damage to threads, splines.
b) Driveshaft axle is not bent or twisted
c) Driveshaft assembly is supplied complete i.e. must have an inner/outer joint attached.
d) Where shafts are not fitted with an inner joint the tripod roller assembly must be complete with rollers, needle bearings and retaining caps.
e) C.V. joints must be complete with all internal components intact.
The number of surcharge credits redeemed in anyone month, shall not exceed the number of corresponding new items purchased in that month. It is in the interest of the Buyer to return surcharge cores for credit on a regular basis. Returns in excess of current surcharge core liabilities, and/or in excess of new product sold in that month, will be held in the Buyers surcharge credit core bank, to be offset against future product purchases. Surcharge core credits will only be redeemed against continuing ongoing new purchases, otherwise they will be held in the Buyers credit core bank, to be offset against new purchases as and when those purchases are processed. Returned surcharge core will be allocated to the various surcharge families and only "like" family cores will be credited, excess core returns will be held in Buyers surcharge credit core bank. The Buyer has the right to request the return of any excess credit bank cores packing/crating and transport of which will be to the Buyer's account. The Seller reserves the right to refuse surcharge core returns, if in the opinion of the Seller, these surcharges have been derived from competitors product, purchased by the Buyer.
Credits will be issued after the Seller has inspected and accepted returned cores.
Credited values must be taken over timescale of agreed purchase terms, and not be deducted from the Buyers current months payment run.
The Seller reserves the right to determine what is acceptable or unacceptable core.
12. DELIVERY DATES
Delivery commitments are entered into in good faith but are approximate only and not essential terms. The Seller shall not be liable for failure to deliver on the specified dates, nor shall such failure be deemed to be a breach of the Contract or any of its conditions, or part thereof.
All quoted delivery dates are ex-works, Sellers factory. All return shipping costs i.e. stock cleanses, defective components, old surcharge core etc. are to the Buyers account.
13. FAILURE TO ACCEPT DELIVERY
If the Buyer fails to take delivery of the goods or any part thereof at the time agreed for delivery then the Seller shall be entitled to cancel or suspend such delivery and all other outstanding deliveries and to charge the Buyer with any loss suffered.
If the Buyer fails to make any payment when it becomes due or enters into any composition or arrangements with its Creditors or if being an incorporated Company has a Receiver appointed or passes a resolution for winding up or a Court make an Order to that effect, or if it has Receiving Order made against it, or if there is any breach by the Buyer of any of the terms of conditions thereof, the Seller may, without prejudice to its rights and remedies and notwithstanding any previous waiver of this right defer or cancel future orders.
16. FORCE MAJEURE
The Seller shall not in any way be liable to the Buyer in respect of loss arising in the event of delivery of goods/product being prevented, hindered or delayed as a result of circumstances outside the control of the Seller including but not limited too (but without prejudice to the generality of the foregoing conditions), accidents strikes, lock outs, trade dispute acts, or restraints of Government or imposition of restrictions on export, and natural disasters - floods, hurricanes, tornado's, fire and earth quakes.
17. STOCK CLEANSES AND OVERSTOCKING RETURNS
(i) Obsolete, slow moving or static product including overstocked product can only be returned to the Seller! premises, at the Buyer's cost, with the Sellers full written agreement. Items to be returned, require in advance from the Seller, a material return authorisation number (MRA), any goods returned without authorisation by the Seller will become the responsibility of the Buyer.
(ii) Stock Cleanses and overstocked product will only be exchanged at original invoice value for current fast moving stock, on a two for one basis.
(iii) The Seller will only accept product of the Seller's original manufacture and/or supply in exchange for current product. (iv) The Seller will accept stock cleansed product and/or overstocked product limited to fifty items in anyone month, numbers in excess of this figure should be returned over future trading months.
(v) The Seller retains the right, in the event of stock returned in a poor condition, to refurbish same to the Seller's current standards, at cost, to the Buyer's account. In the event that damaged stock needs major re-furbishment, the Seller reserves the right to determine what is acceptable product for exchange of current stock.
18. PROPER LAW AND ARBITRATION
This Contract shall be governed by English internal law and any dispute arising shall be subject to the exclusive jurisdiction of the English Courts.
ALL QUOTED DELIVERY DATES ARE EX-WORKS GLOSSARY OF TERMS
The above terms and conditions of sale include expressions which are qualified thus:
"Seller" - means Driveshaft Solutions.
"Buyer" - means the person, firm or company who places the order with the Seller. "Goods/products/components" - means the articles ordered by the Buyer.
"Order" - means Buyers instructions to supply the goods/products/components.
"Quotation" - means verbal or written provisional offer of goods/product(s) made by the Seller subject to confirmation upon receipt of Buyer's official Purchase Order.
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