Trax JH Ltd - TERMS & CONDITIONS OF SALE
The following Terms and Conditions of Sale apply to all contracts for the supply of goods by Trax JH Ltd ("Trax") to any customer ("Customer") to the exclusion of any other terms and conditions. No alteration to these Terms and Conditions will be effective unless made in writing and accepted by an authorised representative of Trax. Technical information obtained verbally or online through either Trax or its appointed agents is for guidance purposes only and Trax shall not be liable for such information unless confirmed in writing.
1. Quotations
Unless otherwise stated any quotation by Trax:-
1.1 is valid only for 30 days from the date thereof;
1.2 Quotations for vehicle balance weights are based on the zinc or lead (commodity) price ruling on the London Metal Exchange. In the case of a movement in the commodity price of more than 5% within the quote validity Trax reserves the right to re-quote.
1.3 Trax reserves the right to amend any design or specification without prior notice. Trax retains all copyright and title to all documentation, especially drawings relating to balance weights delivered by Trax. They may only be used for the purpose intended in the contract. They may not be used for other purposes without Trax's permission. They may not be made available to third parties. They are to be returned on demand. Technical specifications are approximations unless specifically stated otherwise
2. Prices
2.1 Unless otherwise stated the prices published in Trax's price list include the cost of standard packing and labels but do not include VAT. Trax reserves the right to vary its prices at any time prior to the date of dispatch without notice due to variations in costs of materials, wages or hours of work, or exchange rate movements.
2.2 Unless otherwise stated the prices for products also include the cost of carriage and Trax is free to choose the nature of transport in each case. In the event of the Customer requiring special carriage arrangements involving Trax in additional expense Trax may levy a surcharge to cover this excess.
3. Orders
3.1 Orders accepted for Trax products are binding only in respect of specification and quantity. The price quoted by Trax in any price list is only valid in respect of points as raised in paragraph 1
3.2 Trax reserves the right to adjust orders up to the nearest carton quantity.
4. Delivery
4.1 Any date advised for delivery of goods is approximate only. Trax shall use all reasonable endeavours to despatch the goods so as to meet any such date but shall not be liable for any delay in delivery and time shall not be of the essence of the contract
4.2 If production or delivery of the goods is hindered due to any cause beyond Trax's control, delivery may be wholly or partially suspended and the time for delivery shall be correspondingly extended without penalty to Trax.
4.3 No claim for damage in transit or partial non-delivery will be considered by Trax unless the Customer notifies Trax and the carrier in writing of such claim within 10 days of delivery. In default of compliance with this clause 4.3 by the Customer, the Customer shall pay for such goods damaged in transit or not delivered without prejudice to Trax's rights otherwise arising.
5. Unloading and Installation
The Customer shall be responsible for providing the means for unloading the goods on delivery.
6. Risk
All risk in the goods passes on delivery to the Customer
7. Title
Until payment in full has been made by the Customer of all sums owing or due to Trax on any account whatsoever whether in respect of purchases of Trax's goods or otherwise:-
7.1 Title in the goods supplied by Trax whether mixed with or made accessions to other goods of the Customer or a third party shall remain in Trax and the Customer shall hold the goods on a fiduciary basis as a bailee for Trax.
7.3 The Customer shall insure and keep insured the goods to the full price against "all risks" to Trax's reasonable satisfaction until the date that title in the goods passes from Trax.
7.4 The Customer shall not pledge or in any way charge by way of security for any indebtedness any delivered goods the title in which has remained in Trax.
7.5 The Customer shall be at liberty to sell the goods in the ordinary course of business. If the Customer sells the goods to a third party prior to having paid Trax in full he will do so as agent for Trax. The proceeds of any such sale and the benefit of any such contract of sale shall be the property of Trax and held in trust for Trax absolutely
7.6 Trax may by written notice terminate the Customer’s power of sale at any time if the Customer:-
7.6.1 being a company goes or threatens to go into receivership, liquidation, administration or proposes a voluntary arrangement;
7.6.2 being an individual goes or threatens to go into bankruptcy or proposes a voluntary arrangement; and at any time after the termination of the power of sale Trax may repossess the goods and for this purpose the Customer hereby grants to Trax an irrevocable licence to enter on any premises of the Customer.
8. Payment
8.1 Unless otherwise agreed by Trax, the Customer shall pay Trax's invoice within 30 days of the date thereof, with no deductions or set-off
8.2 The Customer guarantees its creditworthiness by placing an order. If, after Trax has accepted the order, Trax in its reasonable opinion has doubts as to the Customer’s creditworthiness all payments will become due immediately unless adequate security can be offered by the Customer
8.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Trax, Trax shall be entitled to:-
8.3.1 cancel the contract and/or suspend any further deliveries to the Customer; and
8.3.2 charge the Customer interest (both before and after any judgement) on any unpaid invoices at the rate of 8% per annum (compounded quarterly) above the base rate of the HSBC Bank Plc from the due date until payment in full is made.
9. Guarantee
Subject as expressly provided in these terms and conditions, this clause 9 contains the entire liability of Trax and all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.1 The liability of Trax under this guarantee shall be limited to the replacement of parts found defective and making good all defects from faulty material or workmanship, provided the goods have been used solely for the purpose for which it is intended and not due to willful damage, negligence, abnormal working conditions, misuse, wrong fitment, neglect or improper adjustment or alteration without Trax's approval
9.2 Notice in writing of any such defects should be sent to Trax immediately they are known. If Trax accepts liability the repaired or replacement goods will be delivered free to the Customer’s place of business. If the Customer wishes to reject goods ordered online or by telephone using rights under The Electronic Commerce (EC Directive) Distance Selling Regulations 2002, The Consumer Protection (Distance Selling) Regulations 2000 any future updates or applicable legislation the Customer will bear the cost of returning the goods to Trax.
9.3 Liability is not accepted for weights which have not been fitted by a customer to the required standards of the industry. Liability is not accepted by Trax for goods the payment for which has not been made in accordance with the agreed payment terms. Fitting instructions, where provided, are for guidance purposes only and represent minimum requirements
9.4 Subject as provided above Trax shall not be liable to the Customer for loss of profits or contracts or other indirect or for consequential losses or damage whether arising from negligence, breach of contract or otherwise
10. Guarantee
10.1 Trax's goods may not be exhibited at any show, display or exhibition other than on the Customer’s own premises, or included in any competition without the prior written consent of Trax.
10.2. Customers shall not print or otherwise electronically display or distribute any Trax articles, technical documentation, pictures, drawings or diagrams in their own electronic or media literature or information without the prior written permission of Trax.
11. Termination
11.1 Trax shall be entitled to terminate these Terms and Conditions and any contract hereunder immediately by written notice to the Customer if:-
11.1.1 the Customer commits any continuing or material breach of any of the provisions of these Terms and Conditions and, in the case of such a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
11.1.2 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;
11.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order;
11.1.4 the Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under these Terms and Conditions); or
11.1.5 the Customer ceases, or threatens to cease, to carry on business
11.2 If any of the events set out in clause 11.1.1 to 11.1.5 occurs Trax shall be entitled to cancel any Contract hereunder or suspend any further deliveries under any Contracts without liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
12. General
12.1 Trax shall not be responsible for any delays in performing, or for any failure to perform, any of its obligations hereunder if the delay or failure was due to any cause beyond Trax's reasonable control
12.2 These Terms and Conditions supersede any prior agreement (written or oral) between the parties Each party acknowledges that these Terms and Conditions contain the whole agreement between the parties and that the Customer has not relied upon any oral or written representations made to it by Trax or its employees or agents.
12.3 Any notice required or permitted to be given by either party under these terms and conditions shall be in writing addressed to the other party at its normal place of business
12.4 These Terms and Conditions are governed by English law and any dispute arising out of them shall be submitted to the exclusive jurisdiction of the English courts
12.5 No waiver by Trax of any breach of these Terms and Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions
Trax JH Ltd 16 January 2010 t&c revision