1. Definitions
In this document the following words shall have the following meanings:
• 1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
• 1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms
and conditions agreed in writing by the Seller;
• 1.3 “Delivery date” means the date specified by the Seller when the Goods are to be delivered;
• 1.4 “Goods” means the articles to be supplied to the Buyer by the Seller;
• 1.5 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright,
trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.
• 1.6 “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended
from time to time or such other price as the parties may agree in writing plus such carriage, packing,
insurance or other charges or interest on such as may be quoted by the Seller or as may apply in
accordance with these conditions;
• 1.7 “Seller” means CNC Motorsport Ltd 2023 Unit 3 Redwood House Orchard Industrial Estate,
Toddington Gloucestershire GL54 5EB U.K
• 2. General
• 2.1 These 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 seek to
apply under any purchase order, order confirmation or similar document.
• 2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to
these Conditions.
• 2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance
of these Conditions.
• 2.4 Any variation to these Conditions (including any special terms and conditions agreed between the
parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the
Seller.
• 2.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the
Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is
not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and,
accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is
not so confirmed.
• 2.6 Nothing in these Conditions shall effect the statutory rights of any Buyer dealing as a consumer.
©CNC Motorsport Ltd 2023
3. Price and Payment
Price and Payment Terms:
3.1 The price of the Goods is set out in the quotation to the buyer, the validity time of the quotation price
will be stipulated in the quotation document.
3.1.1 Credit terms are not offered unless agreed by seller prior to receipt of order.
3.2 The Company may, by giving notice to the Customer at any time up to ten Business Days before
delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: any
factor beyond the Company’s reasonable control (including foreign exchange fluctuations, increases in
taxes and duties, and increases in labour, materials and other manufacturing costs); any request by the
Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; any
request by the Customer which results in overtime being worked or additional costs being incurred by the
Company; or any delay caused by any instructions of the Customer or failure of the Customer to give the
Company adequate or accurate information or instructions.
3.3 The price of the Goods: CNC Motorsport Ltd Standard Terms and Conditions of Sale (2018) excludes
amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the
Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and excludes the costs and
charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer
(unless the Company has agreed that the Customer will collect the Goods from the Company’s premises).
3.4 The Company may invoice the Customer:
3.4.1 For a non-refundable deposit to secure the purchase of materials & costs incurred.
3.4.2 for payment in advance of delivery in relation to any Goods for the Goods on or at any time prior to
the completion of delivery;
3.4.3 for the Goods (or for the portion completed) in the event that a suspension by the Customer of any
work continues for a period of thirty (30) days.
3.5 The Customer shall pay the invoice in full and in cleared funds on the day of receipt of the dated
invoice. Payment shall be made to the bank account nominated in writing by the Company. Time for
payment is of the essence. (i) If the Customer fails to make any payment due to the Company 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 the Bank of England’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. (j) 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 Company 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 Company to the Customer.
• 3.6 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled
to:
• 3.6.1 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and
without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
• 3.6.2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any
other contract) as the Seller may think fit;
• 3.6.3 terminate the contract.
4. Description
• Any description given or applied to the Goods is given by way of identification only and the use of such
description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms
that it does not in any way rely on any description when entering into the contract.
5. Sample
• Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that
such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the
quality of the bulk, and not so far as to constitute a sale by sample.
©CNC Motorsport Ltd 2023
6. Delivery
• 6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by
the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take
delivery of the Goods whenever they are tendered for delivery.
• 6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the
essence of the contract and while every reasonable effort will be made to comply with such dates
compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for
failure for any cause to meet any delivery date stated.
• 6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be
entitled to place the Goods in storage until such time as delivery may be effected and the Buyer shall be
liable for any expense associated with such storage.
• 6.4 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that
they are ready for despatch whether prior to or after the delivery date the Seller reserves the right to
invoice the Goods to the Buyer and charge him therefore. In addition the Buyer shall then pay reasonable
storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched
to the Buyer or disposed of elsewhere.
• 6.5 The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so
delivered, 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 Conditions or any claim by the Buyer in respect of any
one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.
• 6.6 Where the Buyer requires delivery of the Goods by instalments, rescheduling requires the Seller’s
written agreement and will not be possible unless at least 3 month’s written notice is provided and so
agreed. Each delivery shall constitute a separate contract and
failure by the Buyer to pay the Price in respect of any instalment shall entitle the Seller to treat any other
related contract as repudiated in addition to any other rights of the Seller pursuant to these Conditions.
• 6.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them)
promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that
delivery shall be tendered at any time within 3 months of the delivery date.
7. Acceptance
• 7.1 The Seller is a distributor of goods and the Buyer is exclusively responsible for detailing the
specification of the Goods, for ascertaining the use to which they will be put and for determining their
ability to function for that purpose.
• 7.2 The Buyer is required to test Goods upon delivery and shall be deemed to have accepted the Goods
14 days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained
(without prejudice to the Seller’s other rights pursuant to these Conditions) unless written notice together
with all supporting evidence is received by the Seller within 14 days of delivery. After acceptance the
Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
• 7.3 The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods.
• 7.4 The Buyer shall accept delivery of the Goods tendered notwithstanding that the quantity so delivered
shall be either greater or lesser than the quantity purchased provided that any such discrepancy shall not
exceed 5%, the Price to be adjusted pro-rata to the discrepancy.
©CNC Motorsport Ltd 2023
8. Risk and Title
• 8.1 Risk of damage or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered at
the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for
collection, or in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of
delivery.
• 8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these
conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or
cleared funds payment in full of the Price of the Goods and of all other Goods agreed to be sold by the
Seller to the Buyer for which payment is then due.
• 8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as
the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and
third parties and properly stored, protected and insured and identified as the Seller’s property.
• 8.4 Until payment of the Price the Buyer shall be entitled to resell or use the Goods in the course of its
business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether
tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any
monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored,
protected and insured.
• 8.5 Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are
still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to
deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of
the Buyer or of any third party where the Goods are stored and repossess the Goods.
• 8.6 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
monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller)
forthwith become due and payable.
• 8.7 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods
has not passed from the Seller.
9. Insolvency of Buyer
• 9.1 If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits
any other breach of this contract of sale or if any distress or execution shall be levied upon any of the
Buyer’s property or the Goods or if the Buyer offers to make any arrangement with its creditors or
commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer
is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind
up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be
passed or presented of if a receiver, administrator administrative receiver or manager shall be appointed
over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous
proceedings under foreign law or if any such matter as provided for in this clause is reasonably
apprehended by the Seller all sums outstanding in respect of the Goods shall become payable
immediately.
• 9.2 The Seller may in the circumstances set out in clause 9.1 above also in its absolute discretion, and
without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause 8
above.
©CNC Motorsport Ltd 2023
10. Warranty
• 10.1 Where the Goods are found to be defective, the Seller shall, replace defective Goods free of
charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject
to the following conditions; o 10.1.1. the Buyer notifying the Seller in writing immediately upon
the defect becoming apparent;
• 10.1.2. the defect being due to faulty design, materials or workmanship;
• 10.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if
so requested by the Seller.
• 10.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any
warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the
Buyer shall have no other remedy against the Seller
• 10.4 The Seller shall be entitled in its absolute discretion to refund the Price of the defective
Goods in the event that the Price has already been paid.
• 10.5 The remedies contained in this Clause are without prejudice and subject to the other
Conditions herein, including, but without limitation, to conditions 11 and 12 below.
11. Liability
• 11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation
made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making
of this contract where such representations were made or given in relation to: -
• 11.1.1. the correspondence of the Goods with any description or sample.
• 11.1.2. the quality of the Goods; or
• 11.1.3. the fitness of the Goods for any purpose whatsoever.
• 11.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term
of this contract where such term relates in any way to:
• 11.2.1. the correspondence of the Goods with any description.
• 11.2.2. the quality of the Goods; or
• 11.2.3. the fitness of the Goods for any purpose whatsoever.
• 11.3 Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to
f
itness for purpose, quality or condition of the Goods, whether express or implied by statute or common
law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.
• 11.4 For the avoidance of doubt the Seller will not accept any claim for consequential or financial loss of
any kind however caused.
12. Limitation of Liability
• 12.1 Where any court or arbitrator determines that any part of Clause 11 above is, for whatever reason,
unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not
exceeding the Price.
• 12.2 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the
Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
©CNC Motorsport Ltd 2023
13. Intellectual Property Rights
• 13.1 Where any Goods supplied by us embody, include or contain computer program(s) and/or related
documentation the copyright in which is owned by a third party, all rights and liabilities associated with
the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the
exclusion of all liabilities and obligations on our part.
• 13.2 The Buyer will indemnify us against all liabilities for infringement of third party intellectual property
rights arising from our compliance with the Buyer’s specific requirements regarding design or specification
for the Goods or arising from the use of the Goods in combination with other products.
• 13.3 In the event that all the Goods or the use thereof (subject as aforesaid) are held to constitute an
infringement of any intellectual property rights and the use is thereby prevented, the will at its own
expense and option either procure for the Buyer the right to continue using the Goods or replace the
same with a non-infringing product, or modify the Goods so that they become non-infringing, or may elect
to retake possession of the Goods and refund the Price. Subject to the foregoing, the Seller shall be under
no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any
intellectual property right infringement of the Goods.
• • 13.4 All Intellectual Property Rights produced from or arising as a result of the performance of
any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer
shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of
appropriate instruments or the making of agreements with third parties.
• • 13.5 All orders are processed in accordance with the in house quality system, however the
Goods may not have been procured from a quality assured source unless there is an asterisk(*) against the
relevant items
14. Force Majeure
• • The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay
or failure results from events or circumstances outside its reasonable control, including but not limited to
acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or
unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a
reasonable extension of its obligations. If the delay persists for such time as the Seller considers
unreasonable, it may without liability on its part, terminate the contract or any part of it.
15. Relationship of Parties
• • Nothing contained in these Conditions shall be construed as establishing or implying any
partnership or joint venture between the parties and nothing in these Conditions shall be deemed to
construe either of the parties as the agent of the other.
16. Assignment and Sub-Contracting
• • The contract between the Buyer and Seller for the sale of Goods shall not be assigned or
transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without
the prior written consent of the Seller.
17. Waiver
• • The failure by either party to enforce at any time or for any period any one or more of the
Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all
Conditions of this Agreement.
18. Severability • If any term or provision of these Conditions is held invalid, illegal or unenforceable for
any reason by any court of competent jurisdiction such provision shall be severed and the remainder of
the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the
invalid, illegal or unenforceable provision eliminated.
19. No set off
• The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any
right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.
©CNC Motorsport Ltd 2023
20. Entire Agreement
• These Conditions and any documents incorporating them or incorporated by them constitute the entire
agreement and understanding between the parties.
21. Governing Law and Jurisdiction
• This Agreement shall be governed by and construed in accordance with the law of England and the
parties hereby submit to the exclusion jurisdiction of the English courts
©CNC Motorsport Ltd 2023