Terms & Conditions

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Terms & Conditions

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,

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 AWS 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 AWS 2022

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 AWS 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:

©CNC Motorsport AWS 2022

• 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.

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

©CNC Motorsport AWS 2022

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.

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.

©CNC Motorsport AWS 2022

• 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.

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;

o 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 fitness 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.

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.

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