CAR-COMM COACHWORKS LIMITED TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11 (LIMITATION OF LIABILITY).
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
the charges payable by the Customer for the supply of the Services in accordance with clause 8 (Charges and Payment).
means the date the Contract comes into existence under either clause 2.5 or clause 2.6.1.
these terms and conditions as amended from time to time in accordance with clause 14.4.
the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
the person or firm who purchases Services from the Supplier.
means the goods (or any part of them) as set out in the Quotation, or any Revised Quotation, as the case may be.
Unit 2, 301 Challenge Road, Ashford, Middlesex, TW15 1AX.
the Customer’s order for the supply of Goods and/or Services as detailed in the relevant Quotation, or any Revised Quotation, as the case may be.
the Supplier’s quotation for the Services, as varied (if relevant) under clause 2.6.
the bodywork and related services supplied by the Supplier to the Customer as set out in the Quotation or any Revised Quotation, as the case may be.
Car-Comm Coachworks Limited, registered in England and Wales with company number 02524686, whose registered office address is at Unit 2, 301 Challenge Road, Ashford, Middlesex, TW15 1AX.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes fax and email.
2 Basis of Contract
2.1 Any Quotation given prior to inspection of the Customer’s vehicle (the Vehicle) (whether or not photographs of the Vehicle are provided prior to the Quotation being given) shall constitute a conditional offer for the supply of Goods and/or Services by the Supplier.
2.2 A Quotation shall be conditional upon examination of the Vehicle by the Supplier.
2.3 The Customer shall accept the Quotation in writing. Should the Customer not accept a Quotation in writing, then the Customer delivering the Vehicle to the Location, or instructing the Supplier to carry out the Services or supply the Goods at the Customer’s premises or any other location shall be deemed to be acceptance by the Customer of the Quotation.
2.4 Once the Customer has accepted a Quotation, the Supplier shall examine the Vehicle.
2.5 If, on examination of the Vehicle under clause 2.4, the Supplier does not vary the Quotation, then the condition under clause 2.2 shall be deemed satisfied and the Contract shall come into existence.
2.6 If, on examination of the Vehicle under clause 2.4, the Supplier does vary the Quotation, it shall notify the Customer of such variation and any applicable variation to the Charges and:
2.6.1 if the Customer accepts the varied Quotation, whether in writing or otherwise, then the condition under clause 2.2 shall be deemed satisfied and the Contract shall come into existence; or
2.6.2 if the Customer rejects the varied Quotation, then the condition under clause 2.2 shall be deemed unsatisfied and a contract shall not come into existence.
2.7 Any Quotation is only valid for a period of 20 Business Days from its date of issue.
2.8 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.9 These Conditions shall apply to the supply of both Goods and Services, except where application to one or the other is specified.
3 Goods and Delivery
3.1 The Goods are described in the Quotation or Revised Quotation, as the case may be.
3.2 The Supplier reserves the right to amend the Goods supplied as far as is necessary, if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
3.3 The Supplier shall ensure that, on collection of the Vehicle it provides details to the Customer of any special care instructions relating to the Goods.
3.4 The Customer shall collect the Goods from the Location, or such other location as may be agreed with the Customer before delivery (the Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.
3.5 Delivery of the Goods shall be completed on collection by the Customer of the Vehicle to which the Goods are fixed.
3.6 If the Customer fails to collect the Vehicle within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
3.6.1 delivery of the Goods shall be deemed to have been completed at 9.00am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
3.6.2 the Supplier shall store the Goods until the Customer collects the Vehicle, and charge the Customer for all related costs and expenses (including insurance).
4 Quality of the Goods
4.1 The Customer acknowledges that:
4.1.1 the supply of Goods by the Supplier is supplemental to the supply of Services to the Customer by the Supplier; and
4.1.2 the Supplier does not manufacture the Goods and is merely sourcing the Goods from a third party supplier, on behalf of the Customer.
4.2 The Supplier gives no warranty as to the quality or fitness for purpose of the Goods. The terms implied by sections 13 – 15 of the Sale of Goods Act 1979 are hereby excluded.
4.3 Where the Goods are supplied to the Supplier with a manufacturer’s warranty, the Supplier shall use reasonable endeavours to pass the benefit of such manufacturer’s warranty to the Customer.
4.4 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5 Title and Risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
6 Supply of Services
6.1 The Supplier shall supply the Services to the Customer in accordance with the Quotation in all material respects.
6.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
6.3 The Services will be carried out at the Location, unless otherwise specified by the Supplier in the Quotation.
7 Customer’s Obligations
7.1 The Customer shall inform the Supplier before supply of the Services has commenced, about any non-original finish areas on the Vehicle, including but not limited to:
7.1.1 previous repairs to damage (whether or not such repairs were carried out by the Supplier under a previous contract); and
(a Non-Original Finish).
7.2 Where the Services are to be carried out on the Customer’s premises, the Customer shall:
7.2.1 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
7.2.2 prepare the Customer’s premises for the supply of the Services;
7.2.3 comply with all applicable laws, including health and safety laws;
7.2.4 keep all materials, equipment, documents and other property of the Supplier (the Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
7.2.5 comply with any additional obligations as set out in the Quotation.
7.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
7.3.1 without limiting or affecting any other right or remedy available to it, the Supplier shall 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 the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
7.3.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7.2; and
7.3.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8 Charges and Payment
8.1 The price for the Goods:
8.1.1 shall be the price set out in the Quotation; and
8.1.2 shall be exclusive of all costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer (if applicable).
8.2 The Charges for the Services shall be the charges set out in the Quotation or (if applicable) the Revised Quotation as increased (if applicable) pursuant to clause 9.1.
8.3 The Supplier shall invoice the Customer on completion of the Services.
8.4 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the costs of the Goods to the Supplier that is due to:
8.4.1 any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.4.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Services; or
8.4.3 any delay caused by any instructions of the Customer in respect of the Goods or Services, or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or Services.
8.5 The Customer shall pay each invoice submitted by the Supplier:
8.5.1 where the Customer holds an account with the Supplier:
(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
(c) time for payment shall be of the essence of the Contract.
8.5.2 where the Customer does not hold an account with the Supplier:
(i) the Services are carried out at the Location or such other location as may be agreed with the Customer before delivery, immediately on collection of the Vehicle from the Location;
(ii) the Services are carried out at the Customer’s premises, immediately on the Supplier notifying the Customer that the Services have been completed;
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier; and
(c) time for payment shall be of the essence of the Contract.
8.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.8 All amounts due 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).
9.1 If during the course of carrying out the Services the Supplier determines that it will be necessary to carry out work in addition to that specified in the Quotation in order to satisfactorily complete the Services referred to in the Quotation, and that additional charges are required in respect of that additional work, the Supplier will notify the Customer of such additional work and the additional cost relating thereto (the Revised Quotation).
9.2 In the event the Customer accepts the Revised Quotation, the Contract shall be amended accordingly.
9.3 In the event that the Customer does not accept the Revised Quotation, then:
9.3.1 the Supplier shall not be obliged to continue provision of the Services;
9.3.2 the Customer shall remain liable to pay the amount of the Charges outlined in the Quotation;
9.3.3 the Supplier shall, to the extent reasonably possible, reconstruct the Vehicle before returning it to the Customer; and
9.3.4 where reconstruction under clause 9.3.3 is not possible, the Supplier shall return the deconstructed Vehicle to the Customer with, where reasonably practicable, any damaged parts which have been removed from the Vehicle during the course of carrying out the Services.
9.4 The Supplier shall carry out any additional work which does not require any additional payment without the prior approval of the Customer.
9.5 The Customer acknowledges that the Supplier may not provide the Services to the standard of the manufacturer’s factory finish. Services will provided:
9.5.1 using reasonable care and skill;
9.5.2 to a satisfactory standard; and
9.5.3 within required legal tolerances, where necessary and reasonably possible.
9.6 The Customer acknowledges that, although repairs to bodywork and coachwork are unlikely to be detected upon casual examination of the Vehicle, end of lease inspectors and other trained professionals may be able to detect repairs.
9.7 The Customer acknowledges that some Services may be provided using third party products and parts which may not be an exact match to the equivalent products and parts already in use on the Vehicle. The Customer acknowledges that an approximate match to existing products and parts only may be reached, and that this will constitute a satisfactory standard under clause 9.5.2.
9.8 The Customer acknowledges that any improvements to the Vehicle carried out at the request of the Customer that do not constitute repair work and / or which are in addition to the Vehicle’s ‘as manufactured’ state may be detectable by end of lease inspectors and other trained professionals.
10.1 The Supplier warrants that Services will be and remain fit for purpose and of satisfactory condition for a period of 12 months after completion of the Services.
10.2 No warranty is given by the Supplier, under clause 10.1 above or otherwise, in relation to damage or deterioration to the finish of the Services caused by:
10.2.1 any corrosion or rust to the Vehicle, whether or not such damage was apparent before or during the provision of the Services;
10.2.2 any failure of the surface to which any Services are carried out, unless such failure is caused by an act or omission of the Supplier;
10.2.3 failure by the Customer (acting reasonably) to properly care for the Vehicle after provision of the Services has completed, including failure to follow any specific aftercare instructions given by the Supplier to the Customer; and
10.2.4 any further accident, impact or damage to the Vehicle, other than any damage caused by an act or omission of the Supplier.
10.3 Where the provision of Services under the Contract includes the sale of Goods manufactured by third parties, the Supplier provides no warranty in relation to these Goods, but will use its reasonable endeavours to pass down any manufacturer’s warranty to the Customer.
11 Limitation of Liability: The Customer’s attention is particularly drawn to this clause.
11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
11.1.1 death or personal injury caused by negligence;
11.1.2 fraud or fraudulent misrepresentation; and
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1:
11.2.1 the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for:
(a) loss of profits;
(b) loss of sales, business or revenue;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of to business opportunity;
(g) loss of or damage to goodwill;
(h) Indirect or consequential loss arising under or in connection with any contract between the parties; and
11.2.2 the Supplier’s total liability to the Customer for all other losses arising under or in connection with any contract between the parties, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the amounts paid by the Customer to the Supplier under the Contract.
11.3 This clause 11 shall survive termination of the Contract.
12.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
12.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 2 days of being notified in writing to do so;
12.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
12.1.4 the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
12.1.5 any Non-Original Finish (whether the Supplier is informed of the same by the Customer or not) is incompatible with any of the Services due to be provided under the Contract;
12.2 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Goods and / or Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in 12.1.2 to clause 12.1.4or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13 Consequences of Termination
13.1 On termination of the Contract:
13.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.1.2 the Customer shall return all of the Supplier Materials to the Supplier. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
13.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
14.1 Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
14.2 Assignment and Other Dealings
14.2.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
14.3 Entire Agreement
14.3.1 The 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.
14.3.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
14.3.3 Nothing in this clause 14.3 shall limit or exclude any liability for fraud.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.6 shall not affect the validity and enforceability of the rest of the Contract.
14.7.1 Any notice given to a party 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 its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address notified by the other party from time to time.
14.7.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service; and
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 14.7.2(c) business hours2 means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
14.7.3 This clause 14.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
14.8 Third Party Rights
14.8.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.8.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
14.9 Governing Law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.