1 DEFINITIONS
(a) The company means YES Car Parts t/a yes4mintex.
(b) These conditions shall take precedence over any conditions of the customer
and shall not be varied without the written consent of a Director of the
company.
(c) References to "goods" include the supply of any services to be
supplied by the Company to the Customer.
(d) "Agreement" means the agreement between the Company and the
Customer for the sale of goods and/or the supply of services.
2 DELIVERY
(a) Any delivery dates quoted whether verbally or otherwise are estimates only
and in regard to any such date time shall not be of the essence.
(b) Delivery of the goods to the customer's address or any other place
stipulated by him shall constitute delivery and the risk therein shall pass upon
such delivery to the customer.
(c) The company shall be entitled to make partial deliveries by installments and
these conditions shall apply to each partial delivery.
3 FRUSTRATION etc. (Force Majeure)
The company will not be deemed to be in breach of any of its obligations under
the agreement or otherwise be liable to the customer due to any delay in
performing or any failure to perform any such obligations by reason of any cause
or event beyond the company's control (including without limitation breakdown of
plant or machinery, strike or industrial, dispute, shortage of materials or
failure of or delay in receiving supplies, act of war (whether declared or not).
Act of God, or any law regulation of any government or any local or municipal
authority. If any such event continues for more than 28 days the company may
terminate the agreement forthwith by written notice to the customer without
prejudice to the accrued rights of either party.
4 PRICE
(a) Unless otherwise stated any prices quoted by the company are
(i) exclusive of value added tax and any other taxes
(ii) exclusive of carriage, packing and insurance. (Back orders will incur
additional carriage charges).
(iii) exclusive of any release certificates and the company shall charge extra
in respect of the above items.
(b) Prices quoted are those current at the time of quotation and the price
payable by the Customer shall be that which is current at the time of delivery
to the Customer.
5 PAYMENT
(a) The price is payable on demand but in any case must not be paid later than
30 days from date of invoice.
(b) The company reserve the right to suspend deliveries where payment is not
received in accordance with paragraph (a) of this clause or in accordance with
any alternative items of payment agreed in writing.
(c) Where payment is not made in accordance with the terms of paragraph 5(a)
hereof the customer shall pay interest on any unpaid amounts calculated at 5%
above Barlclays Bank Plc's base rate for the time being in force calculated on a
daily basis.
(d) No cash or other discount is allowed unless agreed in writing.
(e) If the company is able to deliver some items comprising the goods the
subject of an agreement but unable to deliver all such items due to cause beyond
its control (including but not limited to the examples referred to in Condition
3 hereof) the customer shall pay for such items as are delivered.
6 TELEPHONED ORDERS
The customer agrees to send to the company a written order in confirmation of
any telephoned orders duly marked with any confirmation reference given by the
company otherwise the company cannot accept liability for any duplication of
delivery that may occur.
7 TITLE OF GOODS
(a) Even though the goods may have been delivered and the customer may be
resonsible for any loss or destruction of or damage to the goods and not
withstanding any other provision of these Conditions, the legal and beneficial
ownership of the goods will remain with the company until the company has
received payment in full of :-
(i) all sums payable to the Company in relation to the agreement, and
(ii) all other sums due from the customer to the Company when, the sums referred
to in (i) are paid, in respect of the supply of any other goods or services.
(b) Until the customer becomes the owner of the goods in accordance with 7(a)
the customer shall :-
(i) hold the goods as fiduciary agent and bailee for the company who may, at any
time and without prior notice, require the customer to deliver up the goods to
the company (whether or not they form part of or are affixed to any other item)
and, if it fails to do so immediately enter the premises where the goods may be
situated with its representatives and appropriate transport and repossess the
goods;
(ii) not, except in accordance with condition 7(c), sell, part with possession
of, use or do anything else inconsistent with the company's ownership of any the
goods and will ensure that they are not affixed to any land or building, are
kept seperate from any other item, properly stored and protected and clearly
identified as the Company's property, and are insured to their full replacement
value against all normal comprehensive risks.
(c) Until ownership of the goods passes to the customer provided that it
complies with the agreement the customer may sell the goods in the ordinary
course of its full market value.
(d) After the company has repossessed any goods it may sell them and the
proceeds of sale will belong to the company absolutely and the customer will
have no right or interest in those proceeds. If the net proceeds received by the
company are less than the amount payable to it in relation to the agreement it
may recover the balance from the customer.
(e) The customer will become responsible for any loss or destruction of or
damage to any goods on their delivery
(f) All insurance proceeds receivable by the customer in respect of the goods
shall be held in trust by the customer for the company in a seperate account and
first be applied in or towards discharging any sums payable under the agreement.
(g) Even if ownership of the goods has not passed to the customer the company
may recover all sums payable to it in relation to the agreement.
8 DRAWINGS etc
All drawings, descriptive weights, dimensions and the descriptions and
illustrations contained in the sales literature and price lists are approximate
only and not form part of this Agreement. In addition, drawings, technical
documents issued either before or after the conclusion of this Agreement for the
use or information of the Customer and such other information as maybe supplied
to the Customer including specifications shall not be copied, reproduced or
communicated by any third party without the Company's prior written consent.
9 LOSS OR DAMAGE IN TRANSIT
(a) The company will not be responsible for damage to any of the goods or loss
of the goods or part thereof in transit or for any discrepancy between the goods
delivered and the contracted goods to the company unless the customer gives
written notice of a claim to the company:
(i) in the case of damage or discrepancy within 3 days after having received the
goods and
(ii) in the case of loss or shortage within 3 days of the date of delivery of
the other goods under the relevant consignment.
(b) If applicable the customer will be asked to complete and submit the
company's Discrepancy Log form, from which an investigation into the alleged
loss, discrepancy or damage will be undertaken.
The customer will also be asked to sign a copy of the company's carrier's
delivery manifest as acknowledgement of receipt of goods. The customer should
inspect the goods carefully as an unqualified signature shall be deemed to
signify the customer's acceptance that the goods are in good condition.
10 GUARANTEE
(a) (a) If within 12 calendar months of their being delivered any defect in the
goods is discovered which is directly due to faulty materials or workmanship, or
if a valid claim is made by the customer under Condition 9 (a)(i) hereof, the
company will at its option remedy the defect or damage by replacement or repair
or give a credit note to the customer to be utilised firstly against existing
indebtedness and then future purchases within two months of the credit note
date.
(b) The guarantee will be subject to the following conditions:-
(i) it will not apply defect or damage resulting from any alteration or
modification to the goods without the company's prior written consent, incorrect
storage, normal wear and tear, overloading, misuse, abnormal conditions of use,
incorrect installation by anyone other than the company, maintenance or repair
not carried out by the company, use which is not in accordance with the
company's or the manufacturer's instructions, any act or omission of the
customer or any third party or any fault in any other goods or equipment.
(ii) The customer must complete and submit the company's Returns Material
Authorisation form in relation to any such defect or damage. If it appears to
the company from the information submitted on the RMA form that such defect or
damage is covered by the guarantee then a RMA number will be issued confirming
the goods in question maybe returned, subject to verification by the Company
after inspection of the goods. RMA numbers issued by the company are valid for
10 days from the date of issue. After this period the RMA log is closed and a
new RMA number must be obtained.
(iii) allegedly defective or damaged goods must be returned to the company
carriage paid at its address stated overleaf, together with their original
packaging and all related manuals and accessories. Please ensure that the
goods/parcels in question are both packaged in the appropriate fashion and
clearly labelled with the relevant RMA number. Failure to do so may result in
the products/parcels being refused at our Warehouse.
(iv) if the customer makes any claim in relation to any goods falling outside
the terms of the guarantee the company may charge the customer, please refer to
our Return Authorisation Form for the current charges relating to
inspection and NFF fees information. The customer must collect any returned
goods within 5 days of notification that they are not covered by the guarantee
or on written instructions from the customer, we will dispose of the goods.
Failure to do so will result in the customer having to pay storage charges of £2.00
plus VAT per unit for each day or part of a day from the end of that period
until collection.
(v) the guarantee will apply to goods replaced or repaired under the guarantee
for the balance of the original guarantee period.
(vi) Unless the company otherwise decides, a credit note for use in accordance
with clause 10a will only be given if the customer notifies the company of the
alleged defect, damage or discrepancy within 3 days of the customer's receipt of
the goods.
11 EXCLUSION OF LIABILITY
(a) The guarantee in condition 10 will be in substitution for all other terms,
warranties and conditions, express, or implied, statutory or otherwise in
relation to the goods (except for the company's title to them) which are hereby
excluded to the fullest extent permitted by law.
(b) Neither the company nor its servants and agents will be liable in contract
or in tort (including negligence) nor in any other way for any consequential or
indirect loss, liability or damage or for any other claim for consequential
compensation whatsoever (including loss of profit, costs or expenses or loss of
data) arising howsoever from or in connection with the agreement or any breach
or non-performance of any provision of it by the company or any fault in or the
supply , use, presence or resale of the goods.
(c) Excluding the company's liability arising under Condition 10, all warranties
or Conditions implied by law regarding the goods and without affecting
Conditions 11(a) and (b), the aggregate liability of the company whether arising
in contract or tort (including negligence) or otherwise howsoever for any loss,
cost, damage, injury or liability (whether consequential or indirect or
otherwise) resulting from or in connection with the agreement or any such breach
or other matter as is referred to in Condition 11(b) will be limited to an
amount equal to the net invoice value of the goods.
(d) The limitation on any exclusions from liability contained in these
Conditions shall be subject to the provisions of section 2(1) of the Unfair
Contract Terms Act 1977.
(e) The Company shall not be liable for the loss or damage to the software
programs during the repair or upgrade of any goods whether or not the same are
under warranty.
12 RETURNED GOODS AND CANCELLATIONS
The customer shall not return any goods (except in accordance with Condition 10)
or cancel any orders without the company's previous written consent. Such
consent will not be given where goods have been specially purchased by the
company to meet the customer's requirements. If the company in its discretion
gives consent, it reserves the right to make a cancellation charge of 20% (or
such higher percentage as may be notified to the customer before or when such
consent is given by the company) of the contract price of the goods concerned
plus VAT.
13 COPYRIGHT, PATENTS, TRADE MARKS AND INTELLECTUAL PROPERTY RIGHTS.
(a) The customer acknowledges that rights in respect of trade marks, trade
names, copyrights, patents and other intellectual property rights connected with
the goods do not pass to the customer.
(b) The customer agrees to indemnify the company against all liabilities, costs
and expenses which the company may incur as a result of work done in accordance
with the customer's specifications which involve infringement of any patent or
other propriety right.
14 SUBCONTRACTING
The company reserves the right to sub-contract any part of any work or supply of
any goods or services.
15 CONSTRUCTION AND USE
The company shall not be responsible for adapting or modifying any goods to
conform to statutory requirements not current at the time of the acceptance or
order.
16 HEADING
The headings of these conditions are for convenience only and shall have no
effect on the interpretation thereof.
17 TERMINATION
The company shall be entitled by notice in writing to terminate any agreement
without prejudice to any claim or right the company may otherwise make or
exercise where,
(a) the customer is in breach of any term, condition or provision of this
agreement or required by law.
(b) the customer shall go into liquidation (except for the purpose of
reconstruction) or if any petition or resolution to wind up the customer shall
be presented or if a receiver is appointed of the customer's undertaking
property of assets or if a distress shall be levied upon any of the customer's
property or if the customer shall commit any act of bankruptcy.
18 JURISDICTION
The agreement shall be governed by any construed in accordance with English Law
and the Courts of England shall have jurisdiction to hear all disputes arising
in connection with the agreement.
19 SET OFF
The company shall be entitled but not obliged at any time to set off any sum
payable by or any liability of the customer against any sum payable by or
liability of the company to the customer (in either case whether arising under
the contract for the supply of the goods or otherwise howsoever and whether any
such liability is present or future, liquidated or unliquidated and irrespective
of the currcode or is denomination) and may for such purpose convert or exchange
any currcode. Any exercise by the company of this right will be without
prejudice to its other rights under the contract relating to the supply of the
goods.