Terms and Conditions




(“the Company”) 


  1. General

1.1 All quotations are made and all orders are accepted subject to these conditions, which shall apply to the exclusion of all other terms and conditions (including the Customer’s conditions of purchase or supply) 

1.2 The written contract comprised by the Company’s quotation (incorporating these conditions); any special conditions supplied by the Company (including without limitation, any warranty terms); the Customer’s order and the Company’s confirmation of order (together “the Contract”) constitute the entire agreement between the Company and the Customer and may only be varied in writing signed (in the case of the Company) by one of it’s Directors or under the authority of a Director. All previous verbal or written negotiation or representations by or on behalf of either the Company or the Customer are superseded. 

1.3 The contract is not assignable by the Customer. 

1.4 Information contained in the Company’s advertising literature is provided for general guidance only. 

1.5 The contract is subject to the laws in England and Wales and to the exclusive jurisdiction of the courts of England and Wales, save that nothing in this condition 1.5 shall limit the right of the Company to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. 

1.6 For the avoidance of doubt, the United Nations Convention on the international sale of goods shall not apply to the contract. 

1.7 It is the Customer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental or other authorities relating to the possession, use, import, export or resale of the goods. 

1.8 The Company reserves to itself or its licensors all intellectual property rights whatsoever, howsoever and wherever arising in relation to the goods, including without limitation any patent, copyright, registered design or unregistered design right and any application for any of the foregoing, any right in respect of confidential information, any other intellectual property right and any database right. Unless otherwise agreed by the Company, the contract grants no license of the Company’s intellectual property to the Customer. 

1.9 The Company agrees to keep confidential and not without the prior written consent of the Company disclose to any third party and information of a confidential nature provided to the Customer by the Company or otherwise acquired by the Customer in relation to the goods or the Company’s business (whether before or after the date of contract), except to the extent that such information is in the public domain through no fault of the Customer or as required by law. 


  1. Delivery

2.1 Goods will be delivered to the location specified in the Customer order. 

2.2 Unless specifically agreed in writing, any date for delivery specified by the Company is an estimate only and failure to deliver goods by that date shall not constitute a breach of contract, nor shall the Company be liable for the consequences of delay, even if caused by the Company’s negligence. 

2.3 If the Customer fails to take delivery, a charge will be made by the Company for handling and storage of goods (at a rate of 4% of the invoice price per week) and the Customer will also be liable for wasted and/or additional transportation costs incurred by the Company. 

2.4 The Customer is responsible for obtaining, at its own cost, such import licenses and other consents in relation to the goods as are required from time to time. 


  1. Risk

3.1 Risk shall pass to the Customer, and the Customer is responsible for all loss, damage or deterioration to the goods, in accordance with the provisions of any of the international rules for the interpretation of trade terms of the international chambers of commerce as in force when the contract is made (“inco terms”) which the parties may agree shall apply to the contract, or (where the application of the inco term has not so been agreed) as follows: 

(a) If the Company delivers the goods by its own transport – at the time when the goods are off-loaded at the place of delivery; or 

(b) If the Company does not itself affect delivery – when the goods leave the Company’s address; or 

(c) If the Customer is to collect the goods – upon collection or (if earlier), 7 days notification by the Company that the goods are ready for collection. Any storage of goods on the Company premises after the expiry of the period of 7 days is at the Customers risk. 

3.2 The Company shall be under no obligations to give notice under s.32(3) of the Sale of Goods Act 1979. 


  1. Retention of Title

4.1 Title of goods sold does not pass from the Company to the Customer until the invoice price, and any other money which is due and payable by the Customer to the Company at the date of the contract, has been paid in full. 

4.2 Until such time as the title has passed, 

(a) the goods are in possession of the Customer on a fiduciary basis as bailee for the Company, 

(b) the Customer has no right, as against the Company, to incorporate the goods in any manufacturing process or resell them; and 

(c) the Customer will if required by the Company, store the goods separately from goods which belong to the Customer and insure them against all usual risks to their full market value. 

4.3 If the Customer re-sells the goods before the invoice price and any other money which is due and payable by the Customer at the date of the contract has been paid in full, then the Company has the right to the proceeds of the sale (or a part of the proceeds sufficient to discharge those sums) which the Customer agrees to hold in trust for the Company. 

4.4 The Customer grants the Company and it’s employees and agents an irrevocable license to enter the Customers premises to repossess goods subject to this retention of title. In the event of the goods being at the premises of a third party by the direction of the Customer then the Customer shall, if required by the Company, remove the goods and return them to the Company immediately. 


  1. Price

5.1 The price quoted by the Company is its ex works price. The Company reserve the right to revise the contract price of goods at the time of despatch to take account of increases in costs including (without limitation) currency fluctuations, wages, materials, transport and overheads between those prevailing at the date of the contract and those at the date of despatch. 

5.2 In the event of any alteration being required by the Customer, in design or specification, the Company shall be entitled to make an appropriate adjustment to the contract price corresponding to such alteration. 

5.3 Unless instructed to the contrary by the Customer, the Company will pack and make arrangements for the delivery of, the goods and insure them in transit. Charges for these items will be included in the invoice to the Customer. 

5.4 All prices are subject to VAT at the present rate applicable at the tax point. 


  1. Payment

6.1 Each consignment shall be separately invoiced and paid for. 

6.2 The Company may invoice the Customer for the goods at any time on or after despatch. Payment is due in full, in cleared funds, in pounds sterling, within 30 days of the date of invoice, or the expiry of any agreed extended period. If the price is payable by instalments and any amount is not paid on the due date the whole outstanding balance becomes immediately due and payable. Once the price (or any part of it) has become due and payable, it is recoverable by action, notwithstanding the retention of title provision contained in these conditions. 

6.3 The Customer shall make all payments due under the Contract without and deductions by way of set-off, counterclaim, discount or otherwise unless such rights relied on cannot be excluded by the laws of England and Wales or the insolvency laws of the jurisdiction in which the Customer is resident. 

6.4 Interest is chargeable on a day to day bases on all overdue amounts at the rate (as well after as before judgment) of 4% per annum in excess of the Basic Rate for the time being of Royal Bank of Scotland plc. 


  1. Claims

7.1 The Customer shall have no claim for shortages or defects unless: 

(a) the Customer inspe3cts the goods and a written complaint specifying the shortage or defect is made to the Company within 3 days of delivery of the goods (in the case of shortage, or visible defect) or as soon as possible after discovery of the defect (if it was not visible at the time of delivery); and 

(b) the Company is given the opportunity to inspect the goods and investigate any complaints before use is made of the goods. 

7.2 Notwithstanding the periods provided in condition 7.1 for making claims, the Company will not accept responsibility for notifying carriers of, nor will it have any liability to the Customer for any, claim for shortages of defects, or for any loss, damage, delay in transit or miss-delivery, unless the Customer puts the Company in a position to comply with the claims procedure under the carrier’s conditions current at the commencement of transit. 

7.3 The Customer shall not be entitled to any claim in respect of any repairs or alterations to goods undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse. 


  1. Liability

8.1 To the fullest extent permitted by law, all implied terms, conditions and warranties are excluded and the Company’s liability in relation to any claim (whether for breach of contract or in tort, including negligence) shall not, in any circumstances, exceed the invoice price of the goods, nor shall the Company be liable for any consequential or indirect loss or damage. 

8.2 In the event of the condition of the goods being such as might, or would (subject to these conditions), entitle the Customer to claim damages or to repudiate the contract, the Customer shall not do so immediately but shall first ask the Company to repair the goods or supply replacements. The Company shall be entitled, at its sole option, to repair the defective goods or supply replacements free of charge within a reasonable time. If the Company does repair the goods or supply replacements the Customer shall accept them and the Company shall be under no liability in respect of any loss or damage whatsoever arising from, or consequent upon, the initial delivery of the defective goods or from any delay before the defective goods are repaired or the replacements are delivered. 


  1. Rights on Customer’s Default

9.1 Without prejudice to any other rights and remedies which it may have against the Customer, the Company may terminate or rescind the contract, or suspend deliveries under it, or of any other goods, in any of the following circumstances: 

(a) If any sum is due from the Customer to the Company under the contract (or on any other account) but is unpaid for; or 

(b) If the Customer is in breach of any provision of the Contract; or 

(c) If the Customer becomes bankrupt or insolvent, or has an administrator, manager or administrative receiver appointed, or enters into any composition, or arrangement with the Customers creditors, or is or becomes unable to pay its debts as they fall due, or ceases or threatens to cease to carry on business, or any analogous event occurs in relation to the Customer in any jurisdiction in which it is incorporated, resident or carries on business. 


  1. Cancellations and Returns

10.1 The Customer may not cancel orders once accepted by the Company. The Company may at its discretion and in writing allow an order to be cancelled subject to the Company recovering from the Customer the costs incurred by the Company. In the event of part cancellation, the Company may invoice the Customer any difference in selling price per unit applicable to the quantity despatched up to the time of cancellation compared to the quantity ordered. 

10.2 The Customer may only return products to the Company, and receive a credit refund on the following conditions; 

(a) the Customer must contact the Company and obtain the prior consent of the Company and obtain a returns number (to be quoted on all returned paperwork); 

(b) return must be made within 7 days of the date of delivery (as stated on the delivery documentation). Goods must be returned to the Company in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale; 

(c) for goods returned due to Customer error or no longer required and returned in accordance with (a) and (b) above a handling charge will be applied; 

(d) where the Customer returns the product to the Company other than in accordance with (a) and (b) above (for example, after 7 days from the date of delivery or in an unfit state) the Company will refuse delivery and return the products at the Customers expense. 

10.3 The returns policy excludes non standard products and specially manufactured products. 


  1. General Lien

11.1 Without prejudice to any other right which it may have against the Customer, the Company shall have a general lien over any property of the Customer which is in the Company’s possession, in respect of all unpaid debts due to it from the Customer. 

11.2 The Company shall be entitled to dispose of that property as it thinks fit, after the expiration of 14 days prior notice to the customer, and to apply the proceeds of sale in, or towards, payment of those debts. 


  1. Force Majeure

12.1 The Company shall be under no liability if it is prevented from, or delayed in carrying out any part of its agreement for any cause beyond its control. 


  1. Severability

13.1 The invalidity, illegality or unenforceability of any provision (or part of a provision) of the Contract shall not affect the other provisions (or parts) and the agreement shall be given effect as if the invalid, illegal or unenforceable provision (or part of it) had been deleted. 


  1. Waiver

14.1 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 


  1. Third Party Rights

15.1 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of the Third Parties) Act 1999 by any person that is not a party to it. 


  1. Notices

16.1 Any notice required to be made under the Contract shall be in writing and in the English language and shall only be validly given if sent pre-paid first class post or airmail, delivered by hand to the party concerned (at its registered office or, in the case of the Customer, at the address given by the Customer to the Company), or by facsimile transmission. Notices sent by first class post or email shall be deemed to have been given two working days or seven working days (respectively) after posting (exclusive of the day of posting); notices delivered by hand shall be deemed to have been received on that day unless they are sent after 4.59pm or on a non working day when they shall be deemed to have been served on the next working day. For the avoidance of doubt notices will not be validly served if sent by email. For the purposes of this condition 16.1, a working day shall be a day (other than a Saturday, Sunday or a public holiday in England) when banks in London are open for business. 


Schedule 1: Warranty 

Part A: Warranty 

The Company gives the following warranty in respect the Goods (“Warranty”): 

(a) 3 year warranty that the following components will comply to their specifications from the date of installation by the Company or by an Accredited Person in accordance with the requirements of the Technical Documents: (i) Lubrication Systems – Timer, oil pump, grease pump, injection moulded distributor blocks; (ii) Road Speed Control Systems – Electronic controls, test and calibration unit, assembly box, cylinder and pressure proportional valve. 

(b) A one year warranty that other components will comply to their specifications from the date of installation by the Company or by an Accredited Person in accordance with the requirements of the Technical Documents. 

(c) 1 year warranty that items reconditioned by the Company (where the warranty has expired) will comply with their specifications from the date of installation by the Company or by an Accredited Person in accordance with the requirements of the Technical Documents. 

The Warranty will only apply If (i) the warranty card for the Goods has been accurately and fully completed and returned to the Company (the remaining part to be retained by the Customer); (ii) the installation of the goods has been undertaken by the Company or by an Accredited Person in accordance with the requirements of the Technical Documents; and (iii) the Warranty has not be excluded pursuant to the terms of the Contract. 

All claims under the Warranty in respect of the Goods where the warranty card has not been returned following installation will be considered null and void. 

Part B: Warranty Procedure 

Upon delivery of the Goods (if installation is to be undertaken by the Customer) or upon installation of the Goods (if the installation is to be undertaken by the Company), the customer must complete the enclosed warranty card and return the main portion of the warranty card to the Company. The Customer must retain the remaining portion. If the Customer considers that no warranty card has been enclosed by the Customer with the Goods, the Customer must notify the Company forthwith and the Company will then submit a warranty card to the Customer for completion. 

If the Customer wishes to make a claim under the warranty then it shall notify the Company as soon as it becomes aware that Goods are defective or faulty and do not comply to Warranty giving details of the defect or fault and the serial number of the Goods. 

The Customer shall also provide at the time of notification: 

a completed warranty claim form together with the retained portion of the warranty card in respect of such Goods; and such other information about the Goods as the Company reasonably requests. 

Following notification, the Customer shall promptly make (or if the Goods have been passed to a third party, procure that such third party makes) the Goods available to the Company for inspection. 

Schedule 2: Accreditation 

(a) The following words shall have the following meanings in the Contract: 

Accreditation: the accreditation of individuals by the Company to install and deal with the Goods to the requirements of the Company and “Accredited” shall be construed accordingly. 

Accreditation Certificate: a certificate issued by the Company confirming that an individual has been properly Accredited. 

Accredited Persons: those employees of the Customer which have been Accredited by the Company and in respect of whom an Accreditation Certificate exists in the possession of the Company. 

Technical Documents: technical documents from time to time supplied by the Company to the Customer, including (without limitation) in connection with installation of the Goods. 

(b) In order for an employee of the Customer to be deemed to be an “Accredited Person”, that person must be trained in accordance with the Company’s Accreditation requirements and pass the Accreditation tests. Those employees of the Customer who are Accredited shall be issued an Accreditation Certificate by the Company stating the Goods for which Accreditation is given. The Company and the Customer shall retain a copy of that Accreditation Certificate in their records. The Customer shall promptly notify the Company of any Accredited Person who leaves its employment.