WHEEL SOLUTIONS LTD

Terms and Conditions

1.  Definitions

In these Conditions of Sale:-

the “Company” means Wheel Solutions Ltd

the “Purchaser” means the party to which Wheel Solutions Ltd has agreed to supply the Goods

the “Goods” means any item the Purchaser buys or has agreed to buy from the Company pursuant to these Conditions

“Insolvency Event” means, in relation to the Purchaser (i) if the Purchaser has a Bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or being a body corporate convenes a meeting of creditors  (whether formal or informal) or enters into liquidation (whether voluntary or compulsory), or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the Purchaser or its directors or by a qualifying floating chargeholder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, or a resolution is passed or a petition presented to the Court for the winding up of the Purchaser or for the granting of an administration or any proceedings are commenced relating to the insolvency or possible insolvency of the Purchaser; or (ii) if the Purchaser allows any execution to be levied (whether legal or equitable) on its property or obtained against it or fails to observe or perform any of its obligations under these Conditions or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986. or if the Purchaser ceases or threatens to cease trading; or (iii) if the purchaser attempts to encumber or in any way charge any of the Goods.

2.  Payment Terms

2.1 Payment shall be made prior to the delivery of the Goods unless credit terms have been previously agreed in writing with the Company.

2.2 Where payment is made by cheque, it shall not be deemed to have been made until the cheque has been honoured by the drawer’s bank.  

2.3 All credit accounts must be paid in full on their due dates and the Company will not be obliged to supply further Goods to a Purchaser whose account is overdue.

3.  Delivery Terms

3.1 Unless otherwise stated in writing and subject always to the provisions of clause 2.3 above any time or date for delivery shall run from the date on which acceptance of the order is communicated to the Purchaser. 

3.2 While the Company will make all reasonable endeavours to effect delivery on the date stated any time or date stated for delivery is given and is intended as an estimate only and shall not be of the essence.

3.3 The Company shall not be liable to the Purchaser in damages or otherwise for any delay in delivery of the Goods.

3.4 Goods supplied by the Company are subject to internal quality control systems but it is the Purchaser’s responsibility to ensure that the goods are inspected upon receipt of delivery and also prior to any onward despatch. 

3.5 Any shortfall in Goods following delivery must be notified to the Company within 7 days of receipt  

3.6 We may deliver goods by separate instalments.  Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable contract.  Each instalment delivery will be a separate contract and no cancellation or termination by either party of any one contract relating to an instalment will entitle you to repudiate or cancel any other contract or instalment. Each invoice raised by us to you will be payable in full, without deduction or set-off, in accordance with our standard payment terms.  You agree that you will not be entitled to set off any claim against an invoice:

• unless you have notified us in writing within 14 days of delivery of any defect or shortage in the goods delivered;
• which arises out of the supply of goods under a contract other than that which gave rise to the debt forming the subject matter of the invoice

3.7 If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Purchaser’s fault, and the Company is accordingly liable to the Purchaser, the Company’s liability shall be limited to the excess (if any) of the cost to the Purchaser (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

3.8 If the Purchaser fails to take delivery of the Goods (other than by reason of the Company’s fault or any cause beyond the Purchaser’s reasonable control) then, without limiting any other right or remedy available to the Company, the Company may (i) store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or (ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the contract or charge the Purchaser for any shortfall below the price under the contract.

4.  Carriage Paid Terms

4.1 A carriage charge may be applicable for Goods supplied depending upon geographical location and value of order.

4.2 Details of any carriage charge will be given at time of order.

4.3 Where possible, the Company will endeavour to meet special delivery requirements subject to any additional cost being borne by the Purchaser.

5.  Sample Items

5.1 All samples despatched by the Company shall be charged for and the covering invoice will be marked “Sale or Return”.  A credit note for Goods supplied in this manner will only be issued upon their return to the Company undamaged.

6.  Title Of Goods

6.1 Legal and beneficial ownership of Goods shall remain in the Company until payment has been made in full in respect of the Goods and all other goods supplied by the Company to the Purchaser under any contract whatsoever.  Payment in full shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Purchaser.  

6.2 While any payment in respect of the Goods remains outstanding the Company may at any time until ownership of the Goods has passed require them to be returned to it or may (at its option at any time) retake possession of the Goods and may enter any premises of the Purchaser for such purpose.  

6.3 The Purchaser acknowledges and admits that until ownership has passed to the Purchaser it holds the Goods in a fiduciary relationship as bailee to the Company and (i) will store the Goods (at its own cost) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Company’s property and marked as such; (ii) agrees not to destroy, deface, remove or obscure any  identifying marks or packaging on or relating to the Goods; (iii) will maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company; and (iv) will not affix the Goods to the Purchaser’s (or any third party’s) premises, nor allow the same without the Company’s prior written consent.

6.4 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership in the Goods has not passed.

6.5 The Purchaser’s right to possess the Goods shall terminate immediately upon the happening of an Insolvency Event.

7.  Returned Goods

TERMS & CONDITIONS CONT

Prior to goods being returned to the Company for any reason whatsoever the Purchaser must request a Goods Return Note from the Company.  This form must be completed and accompany the Goods or be sent to the Company prior to Goods being returned.  Any Goods returned without a completed Goods Return Form will not be received by the Company’s Goods In Department.  

8.  Warranty

8.1 The Company warrants that the Goods shall comply with the description by the Company, save for any express written agreement reached between the Buyer and the Company.  Sections 13 and 14 of the Sales of Goods Act 1979 shall be excluded and the Company shall give no warranty as to the quality, durability or fitness of the Goods.  The Company’s liability is restricted to the replacement of the warranted product only.  

8.2 The Company is not liable for lost working time, loss of profit,  loss of business, pure economic loss, special damage, damage to produce or any other loss or claim outside the scope of the offer of replacement (in each case whether direct, indirect or consequential).  

8.3 Notwithstanding the above, the Company’s total liability to the Purchaser shall not exceed the price of the Goods.

8.4 The Company reserves the right to contact the end-user for verification purposes in any alleged warranty claim.  The Purchaser should at all times disclose all relevant information relating to any warranty case to the Company.

Under no circumstances will the Company refund the Purchaser the cost for replacement products purchased elsewhere.  It is therefore in the Purchaser’s interest to notify the Company immediately when a possible warranty issue arises.

8.5 Any warranty provided in relation to the Goods supplied is conditional upon the Goods which are the subject of a warranty claim being returned to the Company. The Company will try to arrange despatch of any replacement product via an overnight carrier on the day the Company is notified of a possible warranty issue.  Any replacement product including transport charges will be invoiced to the Purchaser and will only be credited after our inspection of returned goods has determined that the warranty claim is valid.

8.6 Goods which are returned to the Company and for which it is determined by the Company that the warranty claim is not valid shall be kept at the Company’s premises for one month.  The Purchaser may request the Goods to be returned to their address at their expense.  After a period of one month, the Company may dispose of the Goods and in the case of tyres; a disposal cost will be charged to the Purchaser.

8.7 The Company shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration or repair of the Goods without the Company’s approval.

8.8 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.9 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms.

9.  Cancellation

The Company shall be entitled to full indemnity for all losses incurred if the Purchaser cancels an order which the Company has accepted.  Accepted Orders may not be cancelled without the Company’s prior written consent, and in the event of the Company giving such consent (subject to the Goods not having deteriorated, depreciated or been damaged), the Company may charge a restocking fee.

10.  Risk

Risk in any consignment of the Products shall pass to the Purchaser on delivery or on collection of the same by or on behalf of the Purchaser.

11.  Product Liability

All products sold by the Company are covered by product liability insurance of £5,000,000.

12.  Law & Jurisdiction

English shall apply and the English courts shall have sole jurisdiction in respect of any claim or dispute in any way arising from the Sale of Goods or the supply of services under these conditions by the Company to any Purchaser in any part of the world.