Terms and Conditions of Sale

Introduction

M. W. Truck Parts Ltd
(VAT Number: 251638604)

Trading Address and Contact Details:

Lancaster Road, Carnaby Industrial Estate,
Bridlington, East Yorkshire, YO15 3QY, United Kingdom.
www.mwtruckparts.co.uk
Tel: +44 (0)1262 601600
Fax: +44(0)1262 677540
Email: sales@mwtruckparts.co.uk

These terms and conditions of sale (collectively referred to as ‘Terms and Conditions’) apply to all offers, quotations, orders and contracts with M. W. Truck Parts Ltd to the exclusion of any other terms that any other party seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Interpretation
1. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
2. Unless the context otherwise requires, words in the singular shall include plural and vice versa.
3. A reference to a statute of statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.
4. Any word following the terms including, include, in particular, for example, not limited to or any similar expressions shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those words.
Definitions
1. Supplier: M.W. Truck Parts Ltd, its successors, assignees, permitted assigns, authorised agents or any person acting on behalf of, with the authority of, M. W. Truck Parts Ltd.
2. Premises: Lancaster Road, Carnaby Industrial Estate, Bridlington, YO15 3QY or, alternatively, any other location or premises identified by the Supplier.
3. Contract: the Contract between the Supplier and the Customer for the sale and purchase of the Goods and services in accordance with these Terms and Conditions.
4. Customer: a Business Customer, UK Customer, Consumer, Wholesale Customer or Agent unless separately identified in a clause in the Contract.
5. Business Customer: a person who orders Goods from the Supplier, acting for purposes wholly or mainly within that person’s trade, business, craft or profession, including their personal representatives, successors, assignees, permitted assigns, agents, and any person acting on behalf of and/or with the authority of the Customer.
6. Wholesale Customer: shall have the same meaning as described in clause 2.4 except they offer the same Goods as the Supplier or, alternatively, at the sole discretion of the Supplier, are classified as a Wholesale Customer by the Supplier. Traders and re-manufactures are also Wholesale Customers. Wholesale Customers are excluded from the Supplier’s Return Policy under clause 10 and 11 as well as clause 12.1 and 12.2.
7. Consumer: a Customer acting for purposes that are wholly or mainly outside that person’s trade, business, craft or profession.
8. Agent: a party who orders Goods on behalf of another.
9. Goods: Goods sold and supplied by the Supplier to the Customer which may include, but are not limited to new and used truck parts, new fuel tanks and new hydraulic equipment. The colour, design and description of the Goods may vary from that which is advertised, ordered and delivered by the Supplier.
10. Engines: an assembly of the following component parts, crankcase, engine block, pistons, cylinder head, valves and rocker cover. Engines may or may not be sold with Ancillary Engine Parts.
11. Ancillary Engine Parts: parts attached to the Engine to include but not limited to the alternator, water pump, starter motor, turbo, intercooler, oil pump/cooler etc. Ancillary Engine Parts are excluded from the Supplier’s Return Policy under clause 10 and 11 and are not covered under any warranty or guarantee provided by the supplier.
12. Used Gearboxes: an assembly of the following component parts, outer gearbox casing, any attached splitter casings, input shaft, output shaft and internal gears.
13. Ancillary Gearbox Parts: parts attached to the gearbox such as gear stick turrets, automatic gearbox mechanisms (“lids” or “power packs”) air valves, solenoid valves etc. Ancillary Gearbox Parts are excluded from the Supplier’s Return Policy under clause 10 and 11 and are not covered under any warranty or guarantee provided by the Supplier
14. Used Doors: an assembly of the following component parts, door shell, door window (unless specified otherwise) and door window regulator.
15. Ancillary Used Door Parts: parts attached to the door such as door hinges, door handles, door card, electrics window switches, manual window winder handle etc. Ancillary Used Door Parts are excluded from the Supplier’s Return Policy under clause 10 ad 11.
16. Services: services supplied by the Supplier to the Customer including but not limited to dismantling and any advice or recommendations.
17. Service Exchange: applicable to the UK market only, where the Customer supplies Exchanged Goods that they own both legally and beneficially as part payment for Goods purchased from the Supplier.
18. Exchanged Goods: Engines and gearboxes (whether or not they are faulty) that are fully assembled with no missing components, which the Customer sends to the Supplier under the Service Exchange.
19. Website: shall mean www.mwtruckparts.co.uk and www.mwhydraulics.co.uk and any subsequent domain URL that may replace it.
20. Order: the Customer’s Order for the Goods, as set out in the Customer’s Order.
21. Price: the Price of the Goods, as agreed between the Supplier and the Customer, with or without VAT.
22. Specification: any Specification for the Goods that is agreed by the Supplier.
23. Force Majeure: an event, circumstances or cause beyond the Supplier or Customer’s reasonable control.
24. Person: a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Basis of Contract
1. The Supplier trades in new, used and recycled truck parts including hydraulics. Accordingly, unless the Supplier is otherwise informed, all Customers contract with the Supplier in the course of a business, craft, trade or profession.
2. These Terms and Conditions apply to all contracts between the Supplier and Customer to the exclusion of any other terms and conditions that any other party, including the Customer, seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. The Customer waives any right it might otherwise have to rely on any terms and conditions endorsed upon, delivered or contained in any documents of the Customer that is inconsistent with these Conditions.
4. In the case of a Customer who is a Consumer these Terms and Conditions shall apply in their entirety save where they are inconsistent with the Consumer’s statutory rights conferred by the laws of England and Wales, in which case the Consumer’s statutory rights shall prevail. Where any Term or Condition is inconsistent with the Consumer’s statutory rights, all other Terms and Conditions shall continue to be effective.
5. The Incoterms 2020 (ICC Publication No. 723E) shall not apply to the Contract between the Supplier and the Customer unless otherwise agreed.
6. Save where any exclusion of liability or term is expressly prohibited by statute or at common law, the Sale of Goods Act 1979, as amended, shall not apply to any Contract between the Supplier and a Business or Wholesale Customer or Agent of the same.
7. The Suppliers Return Policy under clause 10 and 11 inclusive together with clause 12 shall not apply to Customers not domiciled in the UK or where Goods are to be shipped outside of the UK or otherwise where the place and performance of the Contract is outside of the UK. The Supplier and Customer may enter in to a bespoke agreement providing that any agreement is subject to the law and jurisdiction of England and Wales.
Ordering Goods
1. An Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification are complete and accurate.
2. An Order shall only be deemed to be accepted when the Supplier receives payment or an invoice (pro-forma or otherwise) has been issued or where the Supplier issues a written confirmation of the Order, at which point a binding Contract shall come into existence.
3. A quotation for the Goods given by the Supplier shall not constitute an offer and the quotation shall only be valid for a period of 48 hours from its date of issue.
4. Customers can check the Goods that are available from the Supplier through:
  (a) the Website; or
  (b) by telephoning the Supplier’s Premises; or
  (c) e-mailing the Supplier; or
  (d) by visiting the Supplier’s Premises.
5. Customers are requested to note the Supplier’s reference number for the Goods they would like to Order and then call the Supplier direct or e-mail for up to date pricing and delivery information.
6. The Customer is solely responsible for ensuring that the Goods meet their requirements, that they are compatible with the intended use, and where necessary, the Customer shall raise any questions with the Supplier, by email, before placing an Order.
7. The Customer acknowledges and accepts that, the Supplier may not be able to accept the Order if the Supplier is unable to secure payment or authorisation for payment; the Goods selected are not available or there has been an inadvertent pricing or product description error.
8. The Customer acknowledges and accepts that the colour, design and description of the Goods may vary from that which is advertised, ordered and delivered by the Supplier.
9. Where more than one Customer has entered in to this Contract, all Customers shall be jointly and severally liable for all obligations including payments due under the Contract.
10. The Customer shall give the Supplier at least 7 days written notice of any change in the Customer’s name, address and/or any other change in the Customer’s details. Changes in address cannot be accepted less than 10 days prior to delivery or during delivery or during shipment or during transportation of the Goods to the Customer.
Price and Payment
1. The Price of the Goods shall be either:
  (a) as indicated on the Suppliers invoices or on pro-forma invoices provided by the Supplier; or
  (b) the Supplier’s quoted Price (subject to clauses 5.2 & 5.3 below).
2. The Supplier may, by giving written notice to the Customer at any time before delivery, increase the Price of the Goods to reflect any increase in the costs to the Supplier due to:
  (a) unforeseeable charges and/or any factor beyond the reasonable control of the Supplier (including but not limited to increases in taxes and duties, and increases in labour, materials and other costs);
  (b) any change in delivery dates, for whatever reason;
  (c) any changes in the type, specifications or quantities for the Goods requested by the Customer;
  (d) any delay caused by the Customer or failure of the Customer to give the Supplier timely, adequate or accurate information or instructions.
3. Time for payment of the Price of the Goods shall be of the essence. Unless otherwise provided by these Terms and Conditions, if no time for payment is stated in writing by the Supplier, then payment shall be due in accordance with clause 5.6 or 5.7 as the case may be.
4. The Price of the Goods:
  (a) excludes Value Added Tax although VAT may be invoiced and charged as part of the Price, and
  (b) excludes import duties, port surcharges, warehouse costs, loading/unloading costs and demurrage, and
  (c) excludes the cost and charges of packing, insurance, and transport of the Goods, which shall, where appropriate, be invoiced to the Customer.
5. The Supplier will use reasonable endeavours to provide details of any sums not included within the Price but payable by the Customer before the Order is confirmed. The Supplier may require a payment on account from the Customer to cover any additional costs before the Order is confirmed. Unless otherwise agreed, all costs of and incidental to delivery are for the Customer’s account.
6. Subject to 5.4 above, where the total Price of the Goods is below £5,000, payment shall be due within 24 hours of the Supplier confirming the Order. Delivery or collection of the Goods shall not be arranged until full payment, including but not limited to the cost of delivery, is made.
7. Subject to 5.4 above, at the Suppliers discretion, where the total Price of the Goods exceeds £5,000, the Customer shall pay a non-refundable deposit equivalent to 20% of the total Price, within 24 hours of the Supplier confirming the Order. The balance of 80% shall be paid by the Customer within 7 days, of the date of the Supplier’s invoice. Delivery or collection of the Goods shall not be arranged until full payment, including but not limited to the cost of delivery, is made.
8. If the Customer fails to make a payment due to the Supplier by the due date, without limiting the Supplier’s remedies under the Contract or at common law, the Customer shall pay interest on any overdue sum from the due date until payment, whether before or after judgment, interest under this clause will accrue each day at 8% per annum above the Bank of England base rate.
9. All amounts payable to the Supplier under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax, as required by law).
10. All deposits, paid on cancelled orders, or where payment for the balance is overdue, are non-refundable unless otherwise agreed in writing by the Supplier.
11. Payments may be made in cash (only through the bank account of the Supplier), electronically, by cheque, or by debit card, or by credit card, or by any other method as agreed to between the Customer and the Supplier. Commercial or business credit cards are subject to a credit card processing fee of 2% of the invoice amount.
Service Exchange
1. Where the Supplier agrees to a Service Exchange, an agreement for Service Exchange shall not be binding upon the Supplier unless the Customer has delivered the Exchanged Goods, fully assembled and without any missing components, within 14 days of delivery of the Goods by the Supplier.
2. If the Customer fails to comply with clause 6.1, the Customer accepts and acknowledges that, in addition to the Price of the Goods, they shall be liable to pay 40% of the Price of the Goods, in addition, and payment shall be due within 14 days of invoice by the Supplier.
Delivery of Goods and Risk
1. Delivery of the Goods shall be made to the Customer and all risks in relation to the Goods will pass to the Customer when:
  (a) the Customer takes possession of the Goods at the Supplier’s address; or
  (b) the Goods are first loaded for delivery to the Customer’s address; or
  (c) were the Goods are otherwise delivered or despatched for delivery to the Customer.
2. The Customer shall be liable for any loss or damage once risk has passed this includes any loss or damage sustained during any loading or unloading of the Goods.
3. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
4. If the Customer fails to take delivery of the Goods and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered, the Supplier shall be entitled to retain any deposits paid and charge the Customer for administration, carriage, storage and where appropriate, re-delivery of the Goods. In this situation, for the purpose of risk, delivery shall be deemed to have taken place when the Supplier tenders the Goods for delivery, or the Customer fails to provide any instructions etc. under this clause.
5. Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of the Contract.
6. The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that:
  (a) the Price shall be adjusted pro rata to the discrepancy; and
  (b) a credit note issued by the Supplier if the discrepancy is in the Supplier’s favour.
7. Any failure by the Supplier to deliver the Goods on time, shall not entitle either party to treat the Contract as repudiated or void.
8. The Supplier shall not be liable for any loss or damage whatsoever due to failure by the Supplier to deliver the Goods (or any of them) on time or at all. Delivery dates are estimated and time for delivery shall not be of the essence.
Insurance
1. Unless otherwise agreed with the Supplier, the Customer is solely responsible for insuring the Goods.
Title
1. Legal ownership of the Goods shall not pass until:
  (a) the Customer has paid all amounts due to the Supplier in cleared funds in accordance with these Terms and Conditions; and
  (b) the Customer has met all other obligations in respect of the Contract.
2. It is further agreed that:
  (a) where practicable the Goods shall be kept separate and identifiable until the Supplier has received payment in full and all other obligations of the Customer are met; and
  (b) until such time as ownership of the Goods shall pass from the Supplier to the Customer the Supplier may give notice in writing to the Customer to return the Goods or any of them to the Supplier. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
  (c) the Supplier shall have the right of stopping the Goods in transit; and
  (d) if the Customer fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may enter upon land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and
  (e) the Customer is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Supplier; and
  (f) the Customer shall not deal with the proceeds of the Supplier in any way which may be adverse to the Supplier; and
  (g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Supplier; and
  (h) the Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
  (i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Supplier will be the owner of the end products.
Supplier’s Return Policy
Defective Goods
1. 10.1 Excluding Wholesale Customers, unless otherwise agreed, the Customer shall inspect the Goods and within 48 hours of receiving the Goods, notify the Supplier of the defect in writing. The time for notification shall be of the essence.
2. 10.2 In relation to all Goods sold by the Supplier within 72 hours of notifying the Supplier of a defect, the Customer shall provide evidence of the defect, to the satisfaction of the Supplier, by way of photographic and/or a video recording along with an independent report from a qualified engineer.
3. 10.3 The Customer shall afford the Supplier an opportunity to inspect the Goods within a reasonable time following notification of the defect.
4. 10.4 If the Customer fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage.
5. 10.5 Where it is agreed that the Goods are defective, the Supplier may at its sole discretion offer a suitable replacement of the Goods or repair and the Supplier shall not be required to provide a refund unless the Supplier is unable to repair or replace with Goods.
6. 10.6 In the case of a repair or replacement, the Supplier will repair, replace or refund the Goods as the Supplier deems appropriate, within a reasonable time, and the time for providing a repair, replacement or refund shall not be of the essence.
Repair or Replacement
1. Save for a Consumer’s statutory rights, and subject to any warranty or guarantee applicable to the Goods by the Supplier, the repair or replacement of faulty or defective Goods, may only be accepted if:
  (a) the Customer has complied fully with the provisions of clause 9; and
  (b) the Customer is not a Wholesale Customer; and
  (c) the Supplier has agreed in writing to repair or replace the Goods; and
  (d) the Goods are returned to the Supplier at the Customer’s cost within 7 days (if requested) of the Supplier accepting the defect; and
  (e) the Goods have been stored or used in a proper manner; and
  (f) the Goods are returned in the same condition in which they were delivered; and
  (g) the Goods are returned without modification, without damage, without missing parts or components and without replaced parts or components; and
  (h) the Order did not require the Supplier to dismantle a vehicle or Engine to supply the Goods; and
  (i) the Goods are not incompatible with the intended use; and
  (j) the Goods have not been loaded and/or in the course of being shipped to another Country; and
  (k) the fault or defect is not as a result of a gradual reduction in operating performance, wear and tear. Components that may be subject to wear include, but are not limited to, brake discs and drums, tyres, suspension and steering components, clutch and pressure plates, bearings, seals and frictional material.
2. The Supplier will not accept the return of used engines, used gearboxes or used doors based on perceived faults in the ancillary parts of the same.
3. The Supplier may at its sole discretion accept the return of non-defective Goods for a credit or refund, but this may be subject to the Customer paying re-stocking fee of 20% of the value of the returned Goods. Any return delivery charges for returns will be at the Customer’s expense.
4. Any refunds agreed at the Supplier’s sole discretion will be made within a reasonable time and no later than 28 calendar days of the return delivery date.
Warranty
1. Product symbols used by the Supplier will indicate the warranty period for each product and will come into effect upon the day of delivery.
2. Warranty periods are as follows:
  (a) Used parts warranty 30 days.
  (b) Recycled parts warranty 3 calendar months.
  (c) New parts warranty 6 calendar months.
3. All warranties exclude defects in any Goods that are the result of fair wear and tear.
4. Customers are invited to inspect the Goods at the Supplier’s premises or view photographs, videos taken by the Supplier before purchase.
5. The Customer acknowledges therefore that there has been full opportunity to inspect the Goods and that no warranty is given by the Supplier as to the quality, suitability or fitness for any purpose and any implied warranty, statutory or otherwise, is expressly excluded.
Default and Consequences of Default
1. If the Customer defaults on payment of any invoice when due, or fails to meet its obligations under the Contract, the Customer shall indemnify the Supplier from and against all costs, expenses and losses incurred by the Supplier in pursuing recovery of all amounts due.
2. Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of Goods and any services to the Customer and any of its other obligations under the Terms and Conditions. The Supplier will not be liable to the Customer for any loss or damage in exercise of its rights under this clause.
3. Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any Order of the Customer which remains unperformed and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:
  (a) any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Customer will be unable to meet its payments as they fall due; or
  (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or entering an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
  (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
Security and Charge
1. Despite anything to the contrary contained herein or any other rights which the Supplier may have:
  (a) where the Customer and/or the Guarantor (if any) is the owner of land, realty, or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Supplier or the Supplier’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Supplier (or the Supplier’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
  (b) should the Supplier elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Supplier from and against all costs, expenses and losses incidental to the operation of this clause.
Cancellations
1. The Supplier may terminate the Contract and cancel delivery of Goods at any time before the Goods are delivered by giving written notice. Except where the Customer has failed to comply with its obligations under the Contract, on giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price and the Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
2. The Supplier may not accept a cancellation due to reasons of incompatibility or, save for any statutory rights, where the Customer decided that they wish to cancel the Order after it has been accepted.
3. Where the Supplier agrees to accept a Cancellation, the Customer shall, at the sole discretion of the Supplier, be subject to a 20% re-stocking fee and liable for the costs of and incidental to the return delivery.
4. Where the Supplier has issued an invoice or pro-forma invoice, the Customer shall pay the Supplier an administration charge equating to 10% of the value of the goods but capped at £100, such sums to be paid within 7 days of the date of the invoice or pro-forma invoice.
5. If a deposit has been paid, this will amount will be retained by the Supplier upon cancellation.
6. New fuel tanks and new hydraulic equipment are specifically assembled to meet the Order requirements and are therefore excluded from cancellations.
Data Protection Act and General Data Protection Regulations
1. The Customer and the Guarantor (if separate to the Customer) authorises the Supplier to:
  (a) collect, retain and use any information about the Customer for the purpose of assessing creditworthiness or marketing products and services; and
  (b) to disclose information about the Customer regardless of how this is collected, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a default by the Customer on publicly accessible credit reporting databases.
2. The Supplier may also use information about the Customer to monitor and analyse its business. The Supplier is authorised to disclose personal information to agents or third parties engaged by the Supplier.
3. The Customer consents to the transfer of information outside of the European Economic Area for the purposes listed above.
4. The Customer shall have the right to request the Supplier for a copy of the information retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Customer held by the Supplier.
5. Clause 16 is subject to any prevailing statutory rights.
Limitation of Liability
1. Save for a Consumer’s statutory rights, the Supplier shall be under no liability whatsoever to the Customer for any indirect loss and/or expense (including loss of profit or goodwill) suffered by the Customer or any third party arising out of a breach by the Supplier of these Conditions.
2. In any event, the Suppliers liability shall be limited to the Price of the Goods and any costs or expenses incidental to loading and delivery etc.
3. The Supplier shall accept no liability whatsoever for any loss or damage sustained to the Goods once risk has passed to the Supplier.
4. In the event of any breach of this Contract by the Supplier the remedies of the Customer shall be limited to damages and the Supplier’s liability (if any) whether in contract, tort or otherwise shall be limited to the amount of the Price.
5. For the avoidance of doubt, nothing in these Terms and Conditions shall exclude or restrict the Supplier's liability to any person for death or personal injury to that person resulting from the Supplier's breach of duty in negligence.
Unpaid Supplier’s Rights
1. Where the Customer has left any item or Goods with the Supplier for repair, modification, exchange or for the Supplier to perform any other service in relation to the item and the Supplier has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Supplier shall have:
  (a) a lien on the item or Goods; and
  (b) the right to retain the item for the Price while the Supplier is in possession of the item or Goods; and
  (c) the right to apply reasonable storage fees if the Customer has not reclaimed the item or Goods after a period of 30 days has elapsed; and
  (d) a right to sell the item or Goods if the same have not been reclaimed after a period of 90 days has elapsed.
2. The lien of the Supplier shall continue despite the commencement of Court proceedings, or judgement for the Price having been obtained.
Representations
1. The Customer waives any right to rescind, or cancel the Contract or to sue for damages or to claim restitution arising from any alleged misrepresentation and the Customer acknowledges that any Order is based entirely upon the Customer’s skill and judgment.
General Assignment and Other Dealings
1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
2. The Customer may not at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract without prior written consent of the Supplier.
Entire Agreement
1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
3. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
Variation
1. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver
1. No failure or delay by the Supplier to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance
1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices
1. Any notice or other written communication given to the Supplier under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at the Suppliers address above.

Terms and Conditions of Sale

Introduction

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