GT40 GOLD PARTS.COM LIMITED – TERMS AND CONDITIONS FOR THE SALE OR REPAIR OF GOODS

3.    Basis of Sale

3.1    The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing and the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2    No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

3.3    Sales literature price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods shall be binding on the Seller unless the Seller has accepted an order placed by the Buyer by whichever is the earlier of:

            3.3.1    the Seller’s written acceptance;

            3.3.2    delivery of the Goods; or

            3.3.3    the Seller’s invoice.

3.4    Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

4.    Orders and Specifications

4.1    No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

4.2    The specification for the Goods shall be that set out in the Seller’s sales documentation or provided by the Seller to the Buyer unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller). 

4.3    Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.

4.4    The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

4.5    No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.

5.    Price

5.1    The Price of the Goods shall be the price listed on the Seller’s website current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer.

5.2    Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Seller may specify.

5.3    The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

5.4    Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, the Price is exclusive of the Seller’s charges for packaging and transport.

5.5    The Price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

5.6    The Buyer agrees that it is its responsibility to pay to the appropriate authority any Import Duty or Taxes or any Local Taxes charged by any competent authority in the Country or State to which the Buyer has requested that the Goods be supplied

6.    Payment

6.1    Subject to any terms agreed in writing between the Buyer and the Seller, the Buyer will pay for the Goods with any order for those Goods.

6.2    if the Seller agrees to invoice the Buyer for the Price on or at any time after delivery of the Goods and the Seller has tendered delivery of the Goods the Buyer shall pay the Price (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) within 30 Business Days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract.  Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.  The time for the payment of the Contract Price will be of the essence of the Contract.  Receipts for payment will be issued only upon request.

Business Days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract.  Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.  The time for the payment of the Contract Price will be of the essence of the Contract.  Receipts for payment will be issued only upon request.

6.4    All payments shall be made to the Seller in Pounds Sterling at its office as indicated on the form of acceptance or invoice issued by the Seller.

7.    Delivery

7.1    Delivery of the Goods shall be made by the Seller delivering the Goods to the Carrier.

7.2    The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.

7.3    Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.

7.4    In the event of any shortages or damage to the Goods a case for which the Buyer wishes to pursue against the Carrier or the Seller.

           7.4.1   the Buyer will mark on the Carrier’s delivery note (or other proof of receipt offered by the Carrier) full  details of such shortage or damage and will retain a copy of such delivery note (if a physical copy is supplied by the Carrier) and

           7.4.2    the Buyer will advise the Seller of such shortage or damage within 72 hours of actual receipt of the Goods from the Carrier and in this respect time will be of the essence and

           7.4.3    the Buyer will supply the Seller with such evidence of the shortage or damage and carry out all instructions for the return of the Goods (if that is deemed necessary by the Seller) which it reasonably requires in order to pursue a claim for reimbursement from the Carrier

           7.4.4    The Seller will if in its sole discretion it considers it appropriate and as the agent of the Buyer pursue a claim against the Carrier but nothing in this clause passes risk in the Goods back to the Seller nor does it impose an obligation on the part of the Seller to pursue any claim against the Carrier the primary responsibility for which will remain with the Buyer.

           7.4.5    The Buyer will be responsible for all costs and expenses associated with pursuing any claim envisaged by this sub-clause 7.4   

8.    The Meaning of “Goods”

The term “Goods” will include the supply of specific parts and products which the Seller sells on its website or otherwise and also the provision of services for the repair, maintenance, rebuilding or recreation of a particular item (“the Services”) and when the Services are supplied by the Buyer it will supply them to the highest possible standards and in accordance with any specification agreed between the Parties and the Buyer acknowledges:

8.1    That the Seller may and will sub-contract the Services to any contractor which it in its sole discretion decides (“the Sub-Contractor”).

8.2    That the Sub-Contractor has no contractual or other relationship with the Buyer and that the Buyer has no rights to make any claim against any Sub-Contractor without the written consent of the Seller and that the Seller has the absolute right to decline any such request for consent and that further it is the obligation of the Seller to confirm that the Services have been carried out in a satisfactory manner and that the Sub-Contractor does not have that responsibility.

8.3    That the Services may involve the re-use of components which have been previously used and which neither the Seller nor the Sub-Contractor may be able to verify to be in a proper state to re-use.

8.4    That no guarantee given by virtue of these Terms and Conditions nor in any other way extends to any component as described in sub-section 8.3 of this clause

9.    Risk and Retention of Title

9.1    Risk of damage to or loss of the Goods shall pass to the Buyer when they are delivered by the Seller to the Buyer

9.2    Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price.

9.3    Until payment has been made to the Seller in accordance with these Terms and Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.

9.4    The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9.5    The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. In the event of repossession the Buyer shall deliver up to the Seller all Goods in which title has not passed and the cost of such repossession will be borne by the Buyer.

9.6    The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:

           9.6.1    the Buyer commits or permits any material breach of his obligations under these Terms and Conditions or the Contract;

           9.6.2    the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.

10.    Assignment

10.1    The Seller may assign the Contract or any part of it to any person, firm or company without the prior written consent of the Buyer.

10.2    The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

11.    Right to Return the Goods and to Receive a Refund

11.1    If the Buyer is not satisfied with any Goods purchased from the Seller, the Buyer may return the Goods to the Seller and obtain a refund of the Price of the returned Goods, provided:

           11.1.1    the Buyer informs the Seller of the decision to cancel the Contract within 7 Calendar Days of delivery of the Goods; and

           11.1.2    the Goods are returned in their original condition and packaging; and

           11.1.3    the Goods are returned in accordance with sub-Clause 11.3 below.

11.2    While the Goods remain in the Buyer’s possession the Buyer is under a duty to ensure that the Goods are kept safe and secure.

11.3    The Buyer will be responsible for all costs of returning the Goods including both carrier and insurance costs and risk in the Goods will not revert to the Seller until the Goods have been accepted by the Seller from the Buyer’s carrier.

11.4    Where the Goods are custom made to the order of the Buyer, the Buyer shall not be entitled to return the Goods and receive a refund unless the Goods are faulty.

12.    Guarantees

The Seller guarantees all goods against faulty workmanship and manufacturing defects for 3 months from the Delivery Date. And in the event of a claim by the Buyer under this Guarantee:

12.1    the Buyer must inform the Seller in writing of the nature of the fault or defect as soon as he becomes aware of it

12.2    the Buyer must cease using the Goods immediately upon noticing the fault or defect.

12.3    the Buyer will be responsible for all costs of transporting the Goods of the defective part of the Goods to the Seller and

12.4    the Seller will be responsible for the costs of returning the repaired or replaced Goods to the Buyer only if the Goods are found to be defective.

12.5    the Seller has the sole and absolute discretion to decide whether to repair or replace any defective Goods.

12.6    the Buyer’s rights to compensation for any damage or collateral damage caused by the defect or fault will so far as the law permits be limited to the Price

13.    Communications

13.1    All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

13.2    Notices shall be deemed to have been duly given:

           13.2.1    when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

           13.2.2    when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

           13.2.3    on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

           13.2.4    on the tenth business day following mailing, if mailed by airmail, postage prepaid.

13.3    All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

14.    Force Majeure

Neither Party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

15.    Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

16.    Severance
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

17.    Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.    Consumer Rights
The provisions of these Terms and Conditions are in addition to and do not affect the Buyer’s statutory rights if the Buyer is a consumer.

19.    Law and Jurisdiction

19.1    These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

19.2    Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.