Terms & Conditions
PETER WINN TYRES LIMITED
TERMS AND CONDITIONS OF SALE
In these conditions, the following definitions shall apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday)
Conditions: means these terms and conditions as amended from time to time;
Contract: means the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions;
Customer: the person or firm who purchases the Goods and/or Services from the Supplier;
Goods: means the Goods supplied to the Customer (or any part of them) as set out in the Order Confirmation;
Order: means the Customer’s order for the Goods and/or Services;
Services: the Services supplied by the Supplier to the Customer as set out in the Order Confirmation;
Supplier: Peter Winn Tyres Limited (company number 01909743) of 1 Garth’s End Road, Pocklington YO42 2HZ;
Vehicle: means any vehicle or machinery requiring work by the Supplier in accordance with an Order Confirmation.
2. BASIS OF CONTRACT
2.1 An Order from the Customer constitutes an offer to purchase the Goods and/or services from the Supplier in accordance with these Conditions.
2.2 The Order will be accepted when the Supplier agrees to the customers offer of purchase (“the Order Confirmation”) at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3 The Contract constitutes the entire agreement between the parties and will supersede all and any previous agreement between the Supplier and the Customer, information appearing in any sales brochure, other documentation or website produced by the Supplier.
2.4 These Conditions will apply to the exclusion of any Conditions which the Customer may seek to impose or incorporate.
2.5 Any quotation given by the Supplier is not an offer and prices may vary.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where one or the other is specified.
3. SUPPLY OF GOODS AND SERVICES
3.1 Supply at the Supplier’s premises
3.1.1 Where Goods and/or Services are to be supplied at the Supplier’s premises the Customer will:
18.104.22.168 be responsible for delivery of any Vehicle to the Supplier’s premises at a time to be agreed with the Supplier, and at that time will ensure that any keys are delivered directly to an employee or authorised representative of the Supplier.
22.214.171.124 ensure that any Vehicle delivered to or left at the Supplier’s premises is comprehensively insured against theft, fire or damage, howsoever caused, which is outside the Supplier’s control.
126.96.36.199 recover the Vehicle from the Supplier’s premises within 24 hours of being notified by the Supplier that any work is complete and the Supplier reserves the right to charge a storage cost for any Vehicle left for longer than 24 hours without prior agreement.
3.1.2 The Supplier warrants to the Customer that any work will be undertaken with reasonable care and skill and will indemnify the Customer against any damage to the Vehicle caused by the Supplier or its employees in the course of supplying the Goods and/or Services but will not be liable for, or any damage due to, existing defects in the Vehicle and if any such defects are found the Supplier will immediately cease work on the Vehicle and inform the Customer.
3.2 Supply of Goods at the Customer’s Premises
3.2.1 Each delivery of Goods will be accompanied by a delivery note specifying the date and place of delivery, the type and quantity of the Goods and any applicable reference numbers and the Customer will sign a copy of the delivery note to confirm delivery.
3.2.2 The Supplier shall deliver the Goods to the location set out in the Order Confirmation or any location as the parties may agree (“Delivery Location”).
3.2.3 Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location.
3.2.4 Any dates quoted for delivery of the Goods are approximate only and time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by circumstances outside the Supplier’s control or by the Customer’s failure to provide the Supplier with adequate delivery instructions or any other relevant instructions.
3.2.5 If the Supplier fails to deliver the Goods its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar quality, less the price of the Goods. The Supplier shall have no liability for failure to deliver in circumstances outside the Supplier’s control or due to the Customer’s failure to supply adequate delivery instructions.
3.2.6 If the Customer fails to accept or take delivery of the Goods at the agreed time and Delivery Location then delivery will be deemed to have taken place five working days from the agreed date and the Supplier may:
(a) store the Goods until delivery takes place and charge the Customer for all related costs and expenses; or
(b) resell or otherwise dispose of all or part of the Goods.
3.2.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
3.3 Supply of Services at the Customer’s premises
3.3.1 The Supplier will supply the Services at the Delivery Location.
3.3.2 The Supplier will use its reasonable endeavours to meet any performance dates supplied to Customers for the completion of the Services but any such dates will be estimates only and time will not be of the essence for performance of the Services.
3.3.3 The Supplier will have the right to make any changes to the Services which may be necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Services and the Supplier shall notify the Customer in any such event.
3.3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill and in accordance with the provisions of paragraph 3.1.2.
3.4 Where Goods and/or Services are to be provided at the Customer’s premises the Customer shall:
3.4.1 Provide the Supplier, its employees, agents, consultants and sub contractors with access to the Delivery Location and such other facilities as reasonably required by the Supplier to provide the Services and will ensure that the Services can be provided in a safe environment.
3.4.2 Provide the Supplier with such information as the Supplier may reasonably require to supply the Services and ensure that such information is accurate in all material respects.
3.5 If the Supplier’s performance of any of its obligations under this Clause 3 is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
3.5.1 The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from its obligations if the Customer Default prevents or delays the Supplier from performing its obligations.
3.5.2 The Supplier will not be responsible for any costs incurred by the Customer arising from any delay or failure to perform the work as a result of the Customer Default.
3.5.3 If the Supplier incurs any costs or losses as a result directly or indirectly of the Customer Default then the Customer must pay the Supplier such amounts on written demand from the Supplier.
4. QUALITY OF GOODS
4.1 The Supplier warrants that on delivery the Goods will:
4.1.1 conform in all material respects with their description;
4.1.2 be free from material defects in design, material and workmanship;
4.1.3 be of satisfactory quality;
4.1.4 be fit for the purpose for which they are supplied.
4.2.1 the Customer gives notice to the Supplier in writing, supported by photographic evidence, within 28 days of delivery that some or all of the Goods do not comply with the warranty given in paragraph 4.1 above; and
4.2.2 The Supplier is given an opportunity to examine the Goods; and
4.2.3 the Customer returns the Goods to the Supplier’s premises at the Customer’s cost if asked to do so,
then the Supplier may repair or replace the defective Goods, or refund the price of the defective Goods in full, as the Supplier may decide and the Supplier will have no other liability to the Customer in respect of a failure under the Warranty.
5. TITLE AND RISK
5.1 The Customer will accept any risk relating to the Goods on delivery.
5.2 The Supplier will retain title and ownership in the Goods until such time as it has received payment in full in cash or cleared funds for the Goods and any other payments due from the Customer to the Supplier.
5.3 Until payment has been made in full the Customer will make sure that the Goods are insured, maintained in good condition, stored separately from any other goods held by the Customer, and identifiable as the Supplier’s property.
5.4 If before title in the Goods passes to the Customer the Supplier becomes aware or reasonably believes that the Customer has not or will not be able to make payment in full then provided that the Goods have not been irrevocably incorporated into another product, the Supplier may at any time request that the Customer delivers up the Goods and if the Customer does not do so may enter the premises of the Customer or any third party where the Goods are stored in order to recover them.
6. CHARGES AND PAYMENT
6.1 The Supplier will require payment for the Goods and Services in cash on demand for an initial payment period, as determined by the Supplier.
6.2 Following the initial payment period the Supplier may, at its discretion, send to the Customer a credit application form and on completion of such form, and the Customer having satisfied all relevant credit checks, the Supplier will open a customer account as appropriate (“the Customer Account”).
6.3 Once opened all payments must be made to the Customer Account unless otherwise agreed by the Supplier.
6.4 The Supplier will issue an invoice once any Goods have been delivered or Services performed and payment must be made into the Customer Account within 30 days from the date of invoice (unless expressly agreed otherwise in writing with the Supplier).
6.5 If such payment is not made within 30 days the Supplier reserves the right to:
6.5.1 Charge interest on the unpaid amount.
6.5.2 Cancel the Customer Account, revoke any credit facility and require that all subsequent payments are made in cash.
6.5.3 Employ the services of a third party debt collection agent.
6.6 In the event that the Goods are to be imported/exported payment must be made in advance by bank transfer.
6.7 The price to be charged for the Goods will be as stated in the Order Confirmation or as set out in the Supplier’s price list as at the date of delivery. All prices may be subject to the manufacturer’s variations.
6.8 All charges for the Services will be on a time and materials basis and a quote will be provided to the Customer prior to work commencing.
7. LIMITATION OF LIABILITY
7.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
7.2 Subject to clause 7.1:
(a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract;
(b) the Supplier’s maximum liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise will not exceed £5,000,000.00 (five million pounds).
7.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.4 This clause 7 shall survive termination of the Contract.
8.1 The Supplier shall be entitled without prejudice to any other rights and remedies available to it to terminate immediately in writing any Order confirmed to the Customer or to suspend any further delivery of Goods or provision of Services under any or every Order if: –
8.1.1 any debt is due and payable by the Customer to the Supplier and remains unpaid;
8.1.2 The Customer has rejected returned or failed to take delivery of the Goods or part of them otherwise than in accordance with these Conditions;
8.1.3 The Customer becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
8.1.4 The Customer being a body corporate has: –
188.8.131.52 received notice (either written or oral) that an administrator or receiver is to be or has been appointed in respect of itsundertaking or a material part thereof or other property or assets;
184.108.40.206 received notice (either written or oral) that a petition to wind up the company is to be or has been presented under Section 124 of the Insolvency Act 1986 or otherwise a notice (either written or oral) of the proposal to pass a resolution to wind up the company (including any proposals by it to do so);
220.127.116.11 decided to make a voluntary arrangement or composition with its creditors;
18.104.22.168 become unable to pay its debts as such expression is defined by the Insolvency Act 1986; or
22.214.171.124 received notice (either written or oral) of anything analogous to the above under foreign law or that proceedings have been instituted under foreign law.
8.1.5 The Customer being an individual or partnership has: –
126.96.36.199 become unable to pay its debts as such expression is defined in the Insolvency Act 1986;
188.8.131.52 suspended any payments to the Supplier in whole or part;
184.108.40.206 proposed or entered into any composition or arrangement with its creditors;
220.127.116.11 had a receiving order in bankruptcy made against it; or
18.104.22.168 received notice (either written or oral) or anything analogous to the above under foreign law.
9 FORCE MAJEURE
9.1 Should the manufacture, supply or delivery of any of the Goods by the Supplier or any third party be prevented at or from any third party manufacturer, or any independent carrier be prevented or hindered directly or indirectly from transporting the Goods due to any other cause whatsoever beyond the reasonable control of the manufacturer or the Supplier then any estimated or expressly agreed date for delivery of the Goods shall be extended for a reasonable period of time having regard to the effect of the delaying cause on the manufacture or supply of the Goods.
9.2 If the period of such extension in sub-clause 9.1 exceeds three months the Supplier may after or during this period of the extension cancel any orders not delivered.
9.3 In any event the Supplier shall not be liable for any delay or non-performance of the contract due to any event or circumstance beyond its reasonable control (including act of god, legislation, war, civil commotion, fire, flood, failure of power supply, strike or other industrial action, or any inability to obtain parts or materials).
10 SAFETY INSTRUCTIONS
The Customer undertakes with the Supplier that it will ensure compliance so far as is reasonably practicable by its employees agents licensees and customers with any instructions given by the Supplier for the purpose of ensuring that the Goods will be safe and without risk to health when properly used and will take any other steps or precautions having regard to the nature of the Goods as are necessary to preserve the health and safety of persons handling, using, assembling or disposing of them.
11 LEGAL INTERPRETATION
Any contract between the Customer and the Supplier to which these Conditions apply shall be governed and construed in accordance with English Law and any dispute arising out of or in connection with such contract shall be determined exclusively by the English Courts.
12 SEVERANCE AND WAIVER
12.1 In the event of any part of these Conditions being ineffective for any reason the remainder thereof shall constitute the Conditions binding upon the parties.
12.2 Failure or neglect by the Supplier to enforce at any time any of the Conditions shall not be construed as nor be deemed to be a waiver of the Supplier’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of these Conditions and the Supplier’s right to take subsequent action shall not be prejudiced thereby.
13.1 Any notice approval or other communication to be given either to the Supplier or to the Customer shall be delivered or sent by first class post to the Supplier at its registered office address or to the Customer at the Delivery Location. Any such notice approval or other communication shall be deemed to have been served if delivered at the time of delivery or if posted at the expiration of forty-eight hours after the envelope containing the same shall have been put into the post and in proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice was properly addressed and posted as a pre-paid first class recorded delivery letter.