• Tue. Jun 22nd, 2021

A Smith Gt Bentley Ltd

Specialist Coachbuilder & Mobile Solution Provider Telephone: +44 (0)1206 250380 Email: info@asgb.co.uk Centre Park, Clacton Road, Frating, Colchester, CO7 7DL. United Kingdom

Terms & Conditions of Business

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  • Terms & Conditions of Business

A. SMITH GT BENTLEY LIMITED
TERMS OF BUSINESS

  1. Definitions
    1.1 “The Company” means A Smith Gt Bentley
    Limited of Frating, Colchester, Essex. CO7 7DL or
    such associated or subsidiary company as may be
    selling the goods or contracting to do any works
    or supply any material to the Customer.
    1.2 “Customer” means the person to whom the
    Company may agree to sell Goods or supply
    Services.
    1.3 “Goods” means goods, materials, equipment
    or parts supplied by the Company to the Customer.
    1.4 “Services” means the supply of services or
    performance of works including repair works by the
    Company to the Customer.
  2. General
    2.1 These terms and conditions shall form part
    of and govern every contract between the Company
    and the Customer for the supply of Goods and/or
    Services.
    2.2 The acceptance by the Customer of a
    quotation by the Company or the placing of an
    order by the Customer for the supply of Goods
    and/or Services shall include acceptance by the
    Customer of these conditions which shall supercede
    all previous negotiations and representations.
    2.3 Quotations indicate the price at which the
    Company will be willing to supply Goods and/or
    Services if a firm order is placed within 30 days
    unless otherwise specified in the quotation.
    2.4 A quotation is not an offer to supply Goods
    or Services and no contract shall arise between
    the Company and the Customer until a firm order by
    the Customer has been accepted in writing by the
    Company and the date of such acceptance shall be
    the contract date.
    2.5 Goods and/or services are offered subject
    to availability and in the case of Goods to them
    being unsold.
    2.6 No terms and conditions imposed by the
    Customer and no addition to or variation of these
    Conditions shall have affect save to the extent
    that it was expressly agreed to in writing and
    signed by a duly authorized representative of the
    Company.
  3. Price
    3.1 The price of the Goods and/or Services
    shall be in accordance with the Company’s current
    list price for such Goods and Services ruling at
    the date of delivery or in accordance with the
    quotation (as varied in accordance with paragraph
    3.2 below) if a firm order is received within the
    30 day period referred to in paragraph 2.3 above.
    3.2 The price stated in the quotation is
    subject to variation at the sole discretion of the
    Company at any time before delivery in accordance
    with clause 5.1 below, if there is any increase in
    the cost to the Company of labour, materials or
    overheads required for the provision of Services
    or any increase in the cost to the Company of the
    purchase, importation or manufacture of the Goods
    or any part thereof or if the Company would
    otherwise suffer loss as a result of currency
    fluctuations any such variation shall not be made
    to solely meet increased costs which would not
    have occurred but for the failure of the Company
    to proceed with work within reasonable dispatch.
    3.3 Save where otherwise specifically agreed in
    writing any specified price shall be the price of
    the Goods and Services ex-works and the Customer
    shall in addition to the price payable for the
    Goods and Services pay all duties, charges and
    taxes on the Goods and Services, including for the
    avoidance of doubt any VAT payable thereon.
    3.4 Quotations cover only the work and/or
    items specified therein, and all additions,
    alterations, waiting time and any additional costs
    due to modified instructions shall be charged to
    the Customer at ruling prices.
  4. Payment
    4.1 Unless otherwise agreed in writing all
    invoices are due for payment immediately upon
    receipt at the intervals stated in the offer
    document or in the absence of any such statement
    upon the Customer receiving notification from the
    Company that the Goods or other goods upon which
    Services have been performed are ready for
    collection in accordance with paragraph 5.3
    provided always that payment shall be received by
    the Company on or before collection in accordance
    with paragraph 5.1.
    4.2 The Company reserves the right, without
    prejudice to any other rights which it may have,
    to charge interest at the rate of 3 per cent above
    the base rate for Barclays Bank Plc per annum from
    time to time in force on overdue accounts such
    interest to run from day to day and to accrue
    after as well as before any judgement and/or to
    suspend or terminate the supply of goods or
    provision of services to the Customer hereunder
    where payment of the Company’s invoice is overdue.
    4.3 Any query to be raised by the Customer on
    any invoice issued by the Company shall be made
    within 30 days of the date of the invoice or the
    parties shall be deemed to have accepted the
    invoice.
    4.4 The Customer shall not withhold any payment
    for any reason nor may any counterclaim of the
    Customer be set-off against any payment due under
    the contract without the written consent of a duly
    authorized officer of the Company.
  5. Delivery
    5.1 Unless otherwise specifically agreed in
    writing by a duly authorized representative of the
    Company delivery shall take place when the Goods
    or other vehicle or property belonging to the
    Customer upon which Services have been performed
    are collected from the Company’s premises at the
    above address.
    5.2 Any delivery dates requested by the
    Customer or estimated by the Company are
    approximate only and time of delivery shall not be
    of the essence of the contract.
    5.3 On receiving notification from the Company
    that the Goods or said property or vehicle of the
    Customer are ready for delivery, the Customer
    shall arrange for collection thereof. If the said
    Goods, vehicle or property are not removed within
    14 days from the date of notification the Company
    reserves the right without prejudice to any other
    rights which it may have to make reasonable
    storage charges and any such Goods, vehicle or
    property shall be at the Customer’s risk from the
    expiry of the said 14 day period.
    5.4 Without prejudice to the provisions of this
    paragraph the Company reserves the right to sell
    or otherwise dispose of the Goods in the event
    that the Customer does not accept delivery of
    them.
  6. Property and Risk
    6.1 Goods are at the Customer’s risk upon
    delivery in accordance with clause 5.1.
    6.2 Any vehicles materials or other property
    belonging to the Customer and upon which the
    Company is to provide Services shall be kept at
    the sole risk of the Customer and it is the
    responsibility of the Customer to ensure that
    their vehicles and/or other property are fully
    insured for all risks, including third party risks
    arising out of the Customer’s liability for damage
    caused by the Customer’s vehicles, property,
    themselves or their employees, whilst on or about
    the premises of the Company.
    6.3 The Goods shall remain the property of the
    Company until such time as payment in full has
    been received by the Company for the Goods
    together with any interest payable under clause
    4.2 above and any other sum payable in respect of
    the Goods under the contract. If the payment is
    tendered by cheque or other negotiable instrument
    the Company shall not have been paid the amount
    tendered until the cheque or other instrument has
    been honoured and the amount credited to the
    Company’s bank account. The Customer acknowledges
    that until such time, it is in possession of the
    Goods solely as bailee for the Company and that
    the Goods are at its risk. For the purpose of
    recovery of the Goods the Company may enter upon
    any premises where they are situated, or are
    reasonably thought to be situated, and may
    repossess the same.
    6.4 Subject to any agreement to the contrary,
    the Company has the right to exercise a general
    lien upon any vehicle, property and equipment
    whilst in or upon the Company’s premises until
    such time as any monies due to the Company from
    the Customer in respect of such vehicle, property
    and equipment whether on account of storage
    charges, work done or otherwise shall be paid.
    6.5 Acceptance by the Company of goods
    (including vehicles and/or their engines and
    equipment) for repair or other treatment or
    storage are subject to the provisions of the Torts
    (Interference with Goods) Act 1977, which confers
    on the Company as bailee a right of sale
    exercisable in certain circumstances such sale
    will not take place until the Company has given
    notice to the Customer in accordance with the said
    Act. For the purposes of the said Act it is
    hereby recorded that:-
    (a) Goods for repair or other treatment
    are accepted by the Company on the terms that the
    Customer shall take delivery of the goods in
    accordance with clause 5.1 of these Conditions
    when the repair or other treatment is being
    carried out; and
    (b) The Company’s obligation as
    custodian of the Goods ends upon the expiry or
    lawful termination of the grant to the Customer of
    facilities for storage.
  7. Performance
    7.1 All Goods are described subject to any
    changes in design or construction or specification
    by the Company or its suppliers and shall be
    accepted despite any such changes.
    7.2 The weights, dimensions, capacities,
    performances, ratings and other data included in
    catalogues, advertisements and illustrated matter
    merely constitute an approximate guide and they do
    not form part of any contract and the Customer
    agrees to indemnify the Company against any claim
    that such descriptive matter amounts to a
    representation.
    7.3 Where the Company enters into a contract to
    carry out work on the basis of instructions or
    specifications from the Customer or any agent of
    the Customer the Customer warrants the accuracy of
    the said instructions and specifications and that
    they are in no way misleading and that in the
    event of any breach of this warranty, the Company
    shall be entitled to charge in full for all Goods
    and Services supplied at such rate as it considers
    reasonable whether or not in excess of the
    contract price.
    7.4 If the Company shall be unable to supply
    any Goods or Services contracted to be supplied by
    reason of the Company or its suppliers ceasing
    after the date of the contract to produce or
    accept orders for any necessary parts, materials
    or other goods, the Company shall give notice
    thereof in writing to the Customer whereupon the
    Customer shall have the option (such option to be
    exercised in writing within twenty-eight days from
    the receipt of the notice thereof following which
    such options shall cease and the contract
    forthwith determined without any liability
    whatsoever on the part of the Company but subject
    to the provisions of paragraph 7.3 above) to
    require the contract to be amended by the
    substitution therein of such other parts,
    materials or goods as the Company shall recommend
    and in such case the price shall be amended as the
    Company may consider reasonable and in all other
    respects the contract shall continue in full force
    and effect.
  8. Warranty
    8.1 The Customer shall carry out a thorough
    inspection of the Goods or vehicles upon which
    Services have been performed within a reasonable
    time after their delivery and shall give written
    notification to the Company at the above address
    forthwith of any defects which a reasonable
    examination would have revealed. In the case of
    other defects, the Customer shall give written
    notification of defects in the Goods or the
    quality of Services provided within twelve months
    from the date of delivery.
    8.2 Subject to compliance with the obligations
    in paragraph 8.1 above, which shall be a condition
    precedent to the Company’s liability, the Company
    will repair or replace (at its option) any
    components of the Company’s manufacture which
    failed due to faulty materials or workmanship. In
    the case of components or products not of the
    Company’s manufacture, but supplied by the Company
    as part of a contract or order, the Company will
    assign to the Customer its rights (where such
    rights are capable of assignment) against its
    supplier and those rights shall be taken in
    extinction of and substitution for any rights
    which the Customer would otherwise have had
    against the Company.
    8.3 The Company shall use all reasonable
    commercial endeavours to deliver the Goods or
    complete the provision of Services at a time or
    date agreed with the Customer. In the event of
    the Company’s failure to meet such a date for any
    reason it shall not be liable for any resultant
    loss or damage suffered by the Customer and nor
    shall this constitute a breach or repudiation of
    the contract.
    8.4 The Goods shall be supplied with the
    benefit where the same is applicable and where
    such benefit is capable of being passed on to the
    Customer of the manufacturer’s or supplier’s
    warranty.
    8.5 The warranties given by the Company under
    sub-clauses 8.1 and 8.2 above shall not apply to
    the extent that:-
    (a) damage is caused by accident or
    normal wear and tear or by any act, default or
    misuse of the Goods by the Customer or any third
    party or by failure to follow any instructions
    supplied with the Goods;
    (b) since delivery of Goods have been
    altered, modified or repaired other than at the
    Company’s premises or by a third party not
    expressly nominated or approved in writing by the
    Company.
    8.6 Subject to paragraph 8.1, 8.2, 8.3 and 8.5
    above all Goods to be supplied shall be supplied
    with the benefit where the same is applicable of
    Section 12 of the Sale of Goods Act 1979 and
    Section 2 of the Supply of Goods and Services Act
    1982 and all Services shall be provided with the
    benefit where the same is applicable of Section 13
    of the Supply of Goods and Services Act 1982 but
    such Goods and Services are otherwise not supplied
    with or subject to any condition, warranty or
    other term whether expressed or implied unless
    specifically agreed by the parties in writing or
    in these conditions.
    8.7 In no circumstances except in respect of:-
    (a) death or personal injury arising
    from the negligence of the Company; or
    (b) any liability arising under Part 1
    of the Consumer Protection Act 1988,
    shall the Company’s liability (in contract
    or in respect of negligence or otherwise) to the
    Customer arising under or out of or in connection
    with any contract for Goods supplied or Services
    provided hereunder exceed the invoice value of the
    components replaced or repaired and the Company
    shall not be liable for any consequential loss or
    damage howsoever caused. It shall be the duty of
    the Customer to insure against such consequential
    loss and to hold the Company harmless therefore.
  9. Assignment and Termination
    9.1 The Customer may not assign the benefit or
    burden of this contract or any of its rights
    herein without the prior written consent of the
    Company.
    9.2 This contract may be terminated by the
    Company (without prejudice to any other remedy it
    may have) forthwith by notice in writing to the
    Customer or if:-
    (a) the Customer is in breach of the
    terms of these conditions and has failed to remedy
    such breach for 30 days after written notice of
    the breach has been given; or
    (b) the Customer (being an individual)
    dies or has a bankruptcy order made in respect of
    him or if the Customer (being a body corporate)
    goes or is put into liquidation otherwise than by
    voluntary liquidation for the purpose only of
    amalgamation or reconstruction or shall enter into
    an arrangement or composition with its creditors
    or if a receiver, administrative receiver or a
    similar officer is appointed in respect of the
    Customer’s assets or undertaking or any part
    thereof; or
    (c) the Customer has failed to pay any
    sum due hereunder to the Company for a period in
    excess of 30 days from the date of invoice.
    9.3 The Company may suspend performance of any
    contract for the sale of Goods or supply of
    Services incorporating these terms in the event
    that the Customer is in breach of any other
    contract with the Company until such time as any
    such breach has been remedied to the reasonable
    satisfaction of the Company.
  10. Force Majeure
    If the Company is prevented or hindered from
    carrying out its obligations hereunder by
    circumstances beyond its reasonable control
    including (but not by way of limitation) any
    delays howsoever caused on the part of its
    suppliers or sub-contractors the Company may at
    its option at any time suspend performance until a
    reasonable time or after removal of the cause
    preventing or hindering performance or upon giving
    30 days written notice to the Customer to
    terminate the contract without liability for
    damages or costs.
  11. Law
    These conditions shall be construed in accordance
    with the laws of England and the parties submit to
    the exclusive jurisdiction of the English Courts.