1.1‘Buyer’ means the person who buys or agrees to buy the goods from the seller.
1.2‘Conditions’ means the terms and conditions of sale set out below and any special terms and conditions agreed in writing by the Seller.
1.3‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
1.4‘Seller’ means Irmscher (UK) Limited.
2.1These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar ocument.
2.2All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant of these Conditions.
2.3Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3.1All prices shall be quoted in UK Sterling.
3.2All prices are NET ex-works and are subject, where applicable, to the addition of Value Added Tax, at the rate prevailing at the date of invoice.
3.3The Seller reserves the right to vary its prices without notice and, unless otherwise agreed in writing, prices shall be those ruling at the date of delivery.
3.4The Seller reserves the right to charge an additional handling fee of £7.00 on all orders with a net goods value of £200.00 or less. The Seller also reserves the right to charge an additional shipping fee of 12% of the total net value of goods that require a 24-hour next working day delivery
4.1All delivery dates given by the Seller whether before or after acceptance of the order are given in good faith, but the Seller shall be under no liability whatsoever for any failure or delay in despatch or delivery nor for any loss or damage arising in connection therewith.
4.2All deliveries shall be on an ex-works basis at the cost of the Buyer. Unless the Buyer stipulates in writing the method of the delivery, the Seller will have absolute discretion in choosing the said method.
4.3The Seller shall be entitled to make deliveries by instalments or by partial deliveries.
4.4If within 7 days after being notified by the Seller that the Goods are available for delivery, the Buyer fails to give delivery instructions or take delivery of the Goods or otherwise causes or requests a delay in delivery, the Seller shall be entitled to store or arrange for the storage of the Goods and if it does so, (i) it shall so inform the Buyer in writing and (ii) the Buyer shall pay or reimburse the reasonable cost (including insurance) of such storage from the due date or the date of notification as foresaid until delivery to the Buyer. This provision is without prejudice to any other right.
5.Return of goods delivered
The return of items shall be excluded as a matter of principle. Exceptions hereof are only subject to previous consultation and authorisation. Items for which return is authorised must be undamaged and put up in their packaging. The return shall be effected at the risk and expense of the buyer. The seller shall be entitled to invoice the buyer for up to 20 % of the purchase price of the returned goods as a handling charge.
6.Unauthorised return of goods delivered
In case the buyer returns goods without previous authorisation (unauthorised return), this return consignment cannot be accepted. In such a case the seller shall be entitled to invoice the purchaser for all direct costs incurred in the connection with the return and renewed delivery of the goods as well as a handling charge of 20% of the net goods value of the returned goods.
7.1Unless otherwise agreed in writing, payment of the Goods shall be made in cash prior to dispatch. Where a credit facility is granted by the Seller, payment shall be made by the 27th day of the month following the month of invoice.
7.2The Seller shall have the right to charge the Buyer interest on any sum outstanding beyond the period of credit allowed at the rate of 4 % per annum above the base rate of National Westminster Bank Plc from time to time in force the due date, such interest to accrue from day to day.
7.3The Seller shall be entitled to refuse to make any deliveries of any Goods ordered by the Buyer whether under the same or under any other order with the Seller, without incurring any liability whatsoever to the Buyer until payment in full of all sums due and owing from the Buyer have been received by the Seller.
8.Property and Risk
8.1All Goods shall be at the Buyer’s risk from the time of delivery in accordance with the terms hereof, whether to the Buyer or to any other person authorised by the Buyer to accept the Goods, and thereafter until payment therefore in full the Buyer shall insure the Goods against all risks for at least their invoiced value.
8.2Notwithstanding the provisions on 8.1 above, the Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until payment in full (including any interest) whether under this or any other contract with the Buyer has been received by the Seller.
8.3The Buyer acknowledges that it is in possession of the Goods solely as bailee and in a fiduciary capacity for the Seller until such time as payment in full (including any interest) whether under this or any other contract with the Buyer has been received by the Seller or the Goods have been resold in the ordinary course of the Buyer’s business.
Until such time or until the Goods have been incorporated into owner articles, the Buyer will store the Goods on its premises separately from its own and other Goods and in a manner which makes them readily identifiable as belonging to the Seller and shall not alter, modify or add to any such Goods or any marking or identification on them and shall maintain them in good condition.
8.4Subject to the terms hereof, the Buyer may incorporate or sell the Goods in the ordinary course of its business.
8.5Where the Buyer resells the Goods before title thereto has passed, the Buyer shall sell as agent to and bailee of the Seller (but the Buyer has no authority to create contractual relations between the Seller and any sub-buyer and the Buyer should not hold itself out as the Seller’s agent).
The Buyer shall keep such part of the proceeds of sale as represents the price at which the Goods were invoiced by the Seller to the Buyer in a separate account, and such proceeds shall not be mingled with any other monies or paid into any overdrawn bank account and should at all times be identifiable as the Seller’s monies and such part of the proceeds shall be held on trust for the Seller.
8.6If the Buyer becomes insolvent or commits an act of bankruptcy or if a petition of bankruptcy is presented against the Buyer, or if the Buyer shall enter into any negotiations for an arrangement or composition with its creditors, or if any distress or execution is levied on the Buyer,or the Buyer being a company, if a petition is presented for an administration order or if a petition is presented or a resolution is proposed to wind up the Buyer or if a receiver of its assets or undertaking or part thereof is appointed or if an administration order is made against it, then:
(i) notwithstanding any other agreement as to the terms of payment, the total amount invoiced under this contract shall immediately become due and payable.
(ii) the Buyer’s right of possession shall cease forthwith
(iii) the Seller shall have the rights set out in 8.7 below
(iv) the Seller shall have the right forthwith to terminate this contract without prejudice to any other of its rights
(v) the Buyer’s right of resale under 8.4 above shall cease
8.7If payment for the Goods supplied under this or any other contract is overdue in whole or in part, the Seller may (without prejudice to any of its other rights) forthwith retake possession of and/or resell any Goods, the title to which it has retained and the Buyer shall forthwith allow the Seller to enter its premises during normal working hours for the purpose ofrecovering possession of such Goods.
8.8Notwithstanding that the Seller has retained title to the Goods,the Seller shall be entitled to maintain an action for the price of the Goods as soon as payment fall due.
9.1Applicable periods All consignments of goods must be verified immediately after they have been received. All defects must be reported without delay as soon as they are detected and steps will be taken to remedy them forthwith. Guarantee claims shall be time-barred on expiry of the guarantee period of 24 month. Where the claim is reported in due time, the guarantee shall not be timebarred until the fault has been remedied. On expiry of the 24 months guarantee period, the time-barring shall, however, occur at the latest three months after the last repair or declaration by the seller that the fault has been rectified or that no fault is present.
9.2Method of submission Guarantee claims shall be presented on the Irmscher UK / Vauxhall guarantee claim form.
9.3Exclusion of guarantee The guarantee shall not extend to parts which were put in an appliance for improper se or which were overstrained, e.g. in motor sport competitions; natural wear and tear; paintwork repairs on components where no trial fitting was made. The Seller shall only give a guarantee on tyres where the final user has previously made an unsuccessful claim to the manufacturer.9.4Extent of the guarantee Parts which show defects and further parts damaged as a result of such defect shall be replaced. In the event of guarantee claims, the Seller shall credit the material costs. The costs of dismantling and reassembly and transport costs by the cheapest means of dispatch shall be refunded if all the fitting work and the change of the relevant component were effected by official Vauxhall/Opel dealer or by an authorised Vauxhall/Opel service workshop.
10.1The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. Save where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977) and save as prohibited by law, all other warranties, conditions or terms relating to fitness for purpose merchantability or condition of the Goods and whether implied by Statute or Common Law or otherwise are excluded.
10.2For the avoidance of doubt, subject to paragraph
10.1, no claims will be considered or liability accepted by the Seller unless the Seller is notified thereof within 3 days of delivery of the Goods and the Seller not be liable for defects in any circumstances if (i) the Goods have been subjected to unsuitable storage treatment or handling prior to use or to abnormal use or use under abnormal conditions or to use in conjunction with parts not approved by a vehicle manufacturer or the Seller or to unauthorised reconditioning or repair or to the use in any hydraulic component of any fluid other that that approved by the Seller, or (ii) the Goods have been painted or otherwise modified without having first been subject to a trial fitting.
Once an order has been duly accepted by the Seller, cancellation by the Buyer will only be accepted at the sole discretion of the Seller and if the Seller is indemnified against all charges and expenses incurred prior to acceptance of the cancellation and against any loss (including loss of profit) which may be occasioned by such cancellation.
The Seller may cancel any agreement without prejudice to any other rights and remedies it may have and without any liability whatsoever if prevented from performing it owing to force majeure.
No time given or concession made on the part of the Seller is to be construed as a waiver of any of its rights or remedies.
These conditions shall take effect immediately.
Publication of sales literature and/or of the most recent price list causes all previous sales literature and/or price lists to be invalidated.
Errors and omissions in illustrations and data excepted.
The fact that individual provisions are invalid or impossible to implement shall not affect the validity of remaining provisions.
Agreements which depart from these conditions and assurance of all kinds shall be valid only if they are made in writing.
This contract is subject to the Law of England and Wales.