W. DRAKE (BRADFORD) LIMITED
Engine Re-Manufacturers and Factors
Bolling Road, Bradford BD4 7BG
Reg No. 3604862 England
1.1 In these Conditions the following words shall have the following meanings:
1.2 Unless otherwise expressly agreed in writing by the Company and notwithstanding anything contained in the Customer’s enquiry, specification, order or other document, the Conditions of Sale apply to all Contracts between the Company and the Customer.
1.3 Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.
1.4 The Customer must ensure that the terms of its order and any applicable specifications are complete and accurate.
1.5 In these Conditions of Sale references to any statute or statutory provision shall, unless the context otherwise requires, be construed as references to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
2.1 The description of the Goods shall be as set out in the Company’s quotation (if any).
2.2 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or these Conditions of Sale.
3.1 Any price quoted or published by the Company, unless otherwise specifically stated, is deemed to have been calculated on the costs current at the date of quotation or confirmation of order.
3.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which the Customer shall pay in addition when it is due to pay for the Goods.
3.3 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as 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 is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
3.4 Payment by the Customer shall be in cash or cleared funds except where the Company agrees otherwise. Payment of the price and VAT shall be due on the date of invoice. The Company reserves the right to charge interest on overdue accounts.
3.5 Time for payment shall be of the essence.
3.6 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
3.7 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
4.1 Any price quoted or published by the Company, unless otherwise specifically stated, is deemed to have been calculated on the costs current at the date of quotation or confirmation of order.
4.2 Any time or date for the dispatch or delivery of the Goods shall be taken as an estimate only made by the Company in good faith, but shall not be binding upon the Company either as a term of the Contract or otherwise. In no circumstances shall the Company be liable for any loss (including loss of profit, consequential loss, damage, charges or expenses) sustained by the Customer whether directly or indirectly in consequence of failure to deliver within such time or at all.
4.3 If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
4.3.1 risk in the Goods will pass to the Customer (including for loss or damage caused by the Company’s negligence);
4.3.2 the Goods will be deemed to have been delivered; and
4.3.3 the Company may store the Goods until delivery whereupon the Customer will be liable for all related costs and expenses.
4.4 The Customer will provide at its expense at the place of delivery adequate and appropriate equipment and manual labour for loading or unloading the Goods.
4.5 It is the responsibility of the Customer to ensure that any part or parts provided by the Customer for incorporation into the Goods are correct for the Customer’s requirements before fitting and the Company takes no responsibility for the delivery of any parts or their specification which shall be the sole responsibility of the Customer.
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods unless written notice is given to the Company within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.
6.1 The Company’s liability in respect of any defect in or failure of the Goods supplied or for any loss or damage attributable thereto is limited at its discretion to making good such defect either by replacement, repair or credit note provided always that the defect is not due to misuse or neglect.
6.2 The Company shall not be liable for a breach of warranty unless:
6.2.1 the Customer gives written notice of the defect within 7 days of discovery;
6.2.2 the Company is given a reasonable opportunity to examine such Goods.
6.3 These Conditions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
6.3.1 any breach of these Conditions;
6.3.2 any representation, statement or tortious act or omission.
6.4 All warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.5 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
7.1 The risk in the Goods shall pass to the Customer upon delivery.
8.1 The Company shall be entitled to sub-contract any of its obligations under the Contract.
9.1 Property in the Goods shall not pass to the Customer until the Company has been paid in full.
9.2 Until such time as property in the Goods passes to the Customer:
9.2.1 the Customer shall hold the Goods as the Company’s fiduciary agent and bailee;
9.2.2 the Customer shall store the Goods separately.
9.3 The Customer’s right to possession of the Goods shall terminate immediately if the Customer becomes insolvent.
10.1 The Company reserves the right to dispose of uncollected Goods after a reasonable period.
11.1 These Conditions shall be governed by the laws of England.
11.2 The Customer shall not assign the Contract without prior written consent.
11.3 If any provision is held invalid, the remainder shall continue in force.
11.4 The Company reserves the right to vary these Conditions.
11.5 The rights of the Company are cumulative and not exclusive.
12.1 All communications shall be in writing.
12.2 Notices shall be deemed received in accordance with standard delivery practices.
