Terms and Conditions
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Seller and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Seller.
Force Majeure Event: has the meaning given in clause 9.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form OR in the Customer's written acceptance of the Seller's quotation OR in the Customer's purchase order form, the Customer's written acceptance of the Seller's quotation, as the case may be.
Seller: Swedish Truck Parts Limited, a company registered in England and Wales with company number 05589187.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
2 BASIS OF CONTRACT
2.1 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.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Customer is complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
2.5 Any descriptions or illustrations contained in the Seller's catalogues, brochures or websites are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. The Customer acknowledges that the information contained in the Seller’s catalogues, brochures and websites may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
2.6 A quotation for the Goods given by the Seller shall not constitute an offer.
2.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
3.1 Identification of Goods by the Seller, from Customer information or any other source, is a service provided on a goodwill basis only and does not form part of the Contract. No guarantees are provided as to the accuracy or suitability of the parts for any purpose whatsoever. Liability relating to the suitability of the Goods for the Customer’s intended purpose rests solely with the Customer and the Seller shall not be held liable for any consequential losses or rectification costs as detailed at Clause 8.
3.2 Neither the Seller nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found on the Seller’s website or any other publication for any particular purpose.
3.3 Use of any information or material from the Seller’s website or any other publication is entirely at the Customer’s own risk.
4.1 Delivery of the Goods shall be completed on the Goods' arrival at the delivery location.
4.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a third party, a Force Majeure Event or the Customer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.3 If the Seller fails to deliver the Goods, its liability shall be limited to the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by the actions of a third party, a Force Majeure Event or the Customer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 Goods must be inspected immediately upon delivery for defects, damages or shortages (especially Glass / Fragile goods). Once the delivery is signed for "In Good Condition" we cannot pursue any claim. Alternatively please sign for the goods as "Unchecked". If any items were checked on delivery and have been damaged in transit or are visably damaged on receipt, sign on the carriers delivery consignment note that the goods were "DAMAGED" (where possible take photo evidence of both the damaged box & any damage to products within). Please complete and return the "General Returns" form within 2 Working Days and then contact a member of our team on 01706 650999 for assistance.
Non conformance with these instructions invalidates the Buyers right to claim
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 Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(b) notify the Seller immediately if it becomes subject to any of the events listed in clause 7.2; and
(c) give the Seller such information relating to the Goods as the Seller may require from time to time.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 7.2, then, without limiting any other right or remedy the Seller may have:
(a) the Seller may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6 PRICE AND PAYMENT
6.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller's published price list in force as at the date of delivery.
6.2 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
6.3 The Seller may invoice the Customer for the Goods on or at any time after the completion of delivery.
6.4 The Customer shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Seller. Time of payment is of the essence.
6.5 If the Customer fails to make any payment due to the Seller under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Seller to the Customer.
7 TERMINATION AND SUSPENSION
7.1 If the Customer becomes subject to any of the events listed in clause7.2, the Seller may terminate the Contract with immediate effect by giving written notice to the Customer.
7.2 For the purposes of clause 7.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.2(a) to clause 7.2(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Customer's financial position deteriorates to such an extent that in the Seller's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
7.3 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Customer and the Seller if the Customer becomes subject to any of the events listed in clause 7.2(a) to clause 7.2(l), or the Seller reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
7.4 On termination of the Contract for any reason the Customer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest.
7.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
7.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
8 LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
8.2 Subject to clause 8.1:
(a) the Seller shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, business, income, revenue, corruption or damage to data, depletion of goodwill or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Seller's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
9 FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Sellers or subcontractors.
10.1 Browsing and use of the website confirms your agreement to comply and be bound by the terms of this clause 10.
10.2 The content of the pages of the website are for general information only and are subject to change without notice.
10.3 Unless otherwise stated, any intellectual property rights arising in respect of this Site's design, text, graphics, its selection and arrangement, software and all other material on or in this Site (the 'Content') belong to Swedish Truck Parts and/or its licensors. Any use of such intellectual property rights or software or any reproduction of the Content is strictly prohibited except where expressly allowed under these Terms.
10.4 Permission is hereby granted electronically to copy and store (but not on any server or other storage device connected to a network) and print individual pages of the Content on paper (but not photocopy them) from this Site only for the purpose of making use of our services. You may also permit your computer to make an electronically stored, transient copy of the Content for the purpose of viewing it while connected to the Internet only. However you may only make one copy of the Content. Any other use of the Content, including reproduction for purposes other than that hereby authorised (including the removal of copyright or trade mark notices), creation of an electronic or manual database by systematically downloading and storing the Content, distribution (whether electronically or not) or republication is prohibited.
10.5 For the avoidance of doubt, this permission does not transfer ownership to you or confer any other right on you in the whole or any part of the Content.
10.6 The name and logo of Swedish Truck Parts are trademarks of Swedish Truck Parts Limited. You are not permitted to use or reproduce or allow anyone else to use or reproduce these trade marks for any reason.
10.7 All trademarks reproduced on the website, which are not the property of, or licensed to the operator, are acknowledged on the website.
10.8 The website may from time to time include links to other websites. These links are provided for your convenience and their inclusion does not constitute an endorsement of any linked website. No responsibility is accepted for the content of any linked website.
10.9 You may only use the Site for lawful purposes. You must not illegally transmit, distribute or store any material or violate any applicable regulation. This includes, without limitation, material which is protected by copyright, trade mark, trade secret or intellectual property right which you use without permission. You may not circumvent or attempt to circumvent Swedish Truck Parts’ security systems by 'cracking', 'hacking' or otherwise. In the interests of all our users, Swedish Truck Parts will co-operate with investigations by any law enforcement or relevant authorities of suspected criminal activity or violation of systems or network.
11.1 Assignment and other dealings.
(a) The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) 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 shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.
11.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).