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Terms and Conditions
Terms and conditions for the supply of goods and services by Acton Coachworks SP Ltd
The Customer's attention is particularly drawn to the provisions of clause 12.
1.1 Definitions. In these Conditions, the following definitions apply:
ACTON COACHWORKS: means Acton Coachworks SP Ltd.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.7.
Contract: the contract between ACTON COACHWORKS and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from ACTON COACHWORKS.
Deliverables: the supply of any Goods, Spare parts or Components set out in the Order or subsequent written communication from a Customer authorising the supply thereof.
Force Majeure Event: has the meaning given to it in clause 15.1.
Goods: the goods (or any part of them) set out in the Order or subsequent written communication from a Customer authorising the supply thereof.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and ACTON COACHWORKS.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Order: The Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form OR overleaf OR the Customer's written acceptance of ACTON COACHWORKS's quotation OR in the Customer's purchase order form, or the Customer's written acceptance of ACTON COACHWORKS's quotation, or overleaf, as the case may be.
Quotation: shall mean any oral or written quotation or estimate given by ACTON COACHWORKS to the Customer for the supply of specific Goods and Services.
Services: the services, including the Deliverables, supplied by ACTON COACHWORKS to the Customer as set out in the Service Specification below.
Service Specification: the description or specification for the Services provided in writing by ACTON COACHWORKS to the Customer.
Supplier: Acton Coachworks (Sports Cars) Ltd registered in England and Wales with company number 10256087 of The Annexe, 3 School Road, Acton, London NW10 6TD.
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 statutory 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; and
(e) a reference to writing or written includes faxes and e-mails and SMS Text Messages.
2. Basis of contract
2.1 The primary business of ACTON COACHWORKS is to provide services and components used in connection with the carrying out of coachworks and body improvements, changes, enhancements, valeting, repairs and associated works to automobiles and all associated activities within the Automotive Industry. In doing so ACTON COACHWORKS will procure manufacturers original (and/or third parties) substitute components in accordance with a written Quotation (or estimate) for works provided to the Customer. The estimate shall for all the purposes hereof constitute the Order. Accordingly, the Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when ACTON COACHWORKS issues a confirmation (whether orally or in writing) of its acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). ACTON COACHWORKS shall for its own administrative purposes allocate a Job Number for the Order.
2.3 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 ACTON COACHWORKS which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by ACTON COACHWORKS and any descriptions of the Goods or illustrations or descriptions of the Services contained in ACTON COACHWORKS's promotional literature, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 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.
2.6 Any Quotation given by ACTON COACHWORKS shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Goods and services
3.1 The Goods and Services are described in the Manufacturer’s or Wholesalers (or as the case may be ACTON COACHWORKS's) marketing and promotional materials and/or any catalogue as modified by any applicable Goods Specification
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify ACTON COACHWORKS against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal (and other reasonable professional costs and expenses) suffered or incurred by ACTON COACHWORKS in connection with any claim made against ACTON COACHWORKS for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with ACTON COACHWORKS's use of the Goods Specification. This clause 3.1 shall survive termination of the Contract.
3.3 ACTON COACHWORKS reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. Supply of Services and delivery of goods
4.1 ACTON COACHWORKS shall ensure that:
4.2 It will carry out the services (and where so specified) supply and/or supply and fit the Goods, in accordance with the Order. It shall use its best endeavours to complete the supply of the Goods and Services in accordance with any time estimate provided to the Customer and as expeditiously as possible having due regard to the circumstances appertaining to each Order.
4.3 Any dates quoted for completion of the supply of the Services and/or Goods, are approximate only, and the time of delivery is not of the essence. ACTON COACHWORKS shall not be liable for any delay in delivery of the Services and/or Goods, that is caused by a Force Majeure Event or the Customer's failure to provide ACTON COACHWORKS with adequate payment (if so requested) and or any other instructions that are relevant to the supply of the Goods and Services.
4.4 If ACTON COACHWORKS fails to deliver the Goods and/or Services, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. ACTON COACHWORKS shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide ACTON COACHWORKS with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.5 If the Customer fails to pay for the Services and/or the Goods within Two (2) Business Days of ACTON COACHWORKS notifying the Customer that the Motor Vehicle and/or Goods are ready for collection, then except where such failure or delay is caused by a Force Majeure Event or by ACTON COACHWORKS's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the Third (3rd) Business Day following the day on which ACTON COACHWORKS notified the Customer that the Goods were ready; and
(b) ACTON COACHWORKS shall store the Motor Vehicle (and/or the Goods) until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6 Where ACTON COACHWORKS has been requested to order in and/or to supply Goods for a Customer, following the expiration of 14 Business Days from ACTON COACHWORKS notifying the Customer that the Goods are ready for collection the Customer has not taken OR accepted delivery of them, ACTON COACHWORKS may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.7 The Customer shall not be entitled to reject the Goods if ACTON COACHWORKS delivers up to and including  per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.8 ACTON COACHWORKS may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.9 Vehicle Storage: ACTON COACHWORKS is entitled to charge a fee of £65+vat per day per vehicle left on site to cover the cost of storing the vehicle and insurance.
5. Quality of Goods
5.1 ACTON COACHWORKS warrants that on delivery, and for a period of 3 months from the date of delivery (warranty period),] the Services and/or Goods shall:
(a) conform in all material respects with the Order and their description and any applicable Goods Specification;
(b) be compliant with Industry Standards and Regulations
(c) be free from material defects in design, material and workmanship;
(d) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(e) be fit for any purpose held out by ACTON COACHWORKS.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Services and/or Goods do not comply with the warranty set out in clause 5.1;
(b) ACTON COACHWORKS is given a reasonable opportunity of examining any automobile and/or such Goods; and
(c) the Customer (if asked to do so by ACTON COACHWORKS) returns the Automobile or such Goods to ACTON COACHWORKS's place of business at the Customer's cost,
ACTON COACHWORKS shall, at its option, repair or replace the defective Automobile and/or Goods, or refund the price of the defective Services and/or Goods in full.
5.3 ACTON COACHWORKS shall not be liable for the Services and/or any Goods' failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of the Automobile and/or such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow ACTON COACHWORKS's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Automobile and/or the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of ACTON COACHWORKS following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs the Automobile and/or such Goods without the written consent of ACTON COACHWORKS;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Services and/or the Goods differ from their description OR the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, ACTON COACHWORKS shall have no liability to the Customer in respect of the Services and/or Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Services and/or Goods supplied by ACTON COACHWORKS under clause 5.2.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) ACTON COACHWORKS receives payment in full (in cash or cleared funds) for the Services as well as for the Goods supplied [and any other goods that ACTON COACHWORKS 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 of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as ACTON COACHWORKS's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on ACTON COACHWORKS's behalf from the date of delivery;
(d) notify ACTON COACHWORKS immediately if it becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(m); and
(e) give ACTON COACHWORKS such information relating to the Goods as ACTON COACHWORKS may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before ACTON COACHWORKS receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) [it does so as principal and not as ACTON COACHWORKS’s agent; and
(b) title to the Goods shall pass from ACTON COACHWORKS to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(m), then, without limiting any other right or remedy ACTON COACHWORKS may have:
(a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) ACTON COACHWORKS 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.
7. Supply of Services
7.1 ACTON COACHWORKS shall provide the Services to the Customer in accordance with the Service Specification, as set out in the Contract, in all material respects. If for any reason beyond its control, any part required to be used in the provision of the Services, is not available, ACTON COACHWORKS shall have no liability therefor, but it will offer an alternative to the Customer. If this alternative requires an increase in the costs, the amount thereof will be communicated to the Customer for their agreement. Upon confirmation that the increased cost is agreed, ACTON COACHWORKS will proceed with the provision of the agreed Services.
7.2 ACTON COACHWORKS shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 ACTON COACHWORKS shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and ACTON COACHWORKS shall notify the Customer in any such event.
7.4 ACTON COACHWORKS warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 ACTON COACHWORKS shall perform the Services at any place where it carries on business or at the location of any Sub-Contractor engaged by it to provide any part of the Services set out and required to be performed pursuant to the Order and any term of the Contract.
8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Services and/or the Goods Specification are complete and accurate;
(b) co-operate with ACTON COACHWORKS in all matters relating to the Services;
(c) provide ACTON COACHWORKS, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by ACTON COACHWORKS if necessary for them to provide the Services;
(d) provide ACTON COACHWORKS with such information and authority to purchase such components, spare parts and materials as ACTON COACHWORKS may reasonably require to supply the Services, and the Customer shall ensure that such information is accurate in all material respects;
8.2 If ACTON COACHWORKS's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) ACTON COACHWORKS shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays ACTON COACHWORKS's performance of any of its obligations;
(b) ACTON COACHWORKS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from ACTON COACHWORKS's failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse ACTON COACHWORKS on written demand for any costs or losses sustained or incurred by ACTON COACHWORKS arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1 The price for the Services and/or the Goods shall be the price set out in the Order or, if no price is quoted, the price set out in ACTON COACHWORKS's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods (if any are applicable), which shall be paid by the Customer when it pays for the Goods.
9.2 The charges for Services shall be on a time and materials basis:
(a) the charges shall be calculated in accordance with ACTON COACHWORKS's standard daily fee rates, which may be increased from time to time. ACTON COACHWORKS shall use its best endeavours to provide information as to its current charging rates at the time of providing any Quotation for the supply of the Services.;
(b) ACTON COACHWORKS's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from [8.00 am to 6.00 pm] worked on Business Days;
(c) ACTON COACHWORKS shall be entitled to charge an overtime rate of 30% Thirty per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and
(d) ACTON COACHWORKS shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom ACTON COACHWORKS engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by ACTON COACHWORKS for the performance of the Services, and for the cost of any materials.
9.3 ACTON COACHWORKS reserves the right to:
(a) increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12-month period. ACTON COACHWORKS will give the Customer written notice of any such increase at least one month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify ACTON COACHWORKS in writing within two weeks of the date of ACTON COACHWORKS's notice and ACTON COACHWORKS shall have the right without limiting its other rights or remedies to terminate the Contract by giving one weeks' written notice to the Customer; and
(b) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to ACTON COACHWORKS that is due to:
(i) any factor beyond the control of ACTON COACHWORKS (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the nature or specifications of the Services and/or the Goods to be supplied (including but not limited to their delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the supply of the Services and/or the Goods or failure of the Customer to give ACTON COACHWORKS adequate or accurate information or instructions in respect of the Services and/or the Goods.
9.4 In respect of the Services, ACTON COACHWORKS shall invoice the Customer upon completion of the same. In respect of any Goods supplied to the Customer, ACTON COACHWORKS shall invoice the Customer on or at any time after completion of delivery.
9.5 The Customer shall pay each invoice submitted by ACTON COACHWORKS:
(a) Upon receipt and within 7 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by ACTON COACHWORKS, and
(c) time for payment shall be of the essence of the Contract.
(d) Where a Customer is reliant on an Insurer (or any Third Party) discharging ACTON COACHWORKS’s invoice, in the event the invoice is not paid in full, they shall remain personally liable for any balance thereof, remaining unpaid after a period of 7 days from the date of the invoice.
9.6 Pending receipt of payment in full of any Invoice, ACTON COACHWORKS shall be entitled to retain possession of any automobile in their possession, power or control, (exercising all their rights as Bailee) until such time as it receives payment (subject to all the other provisions hereof and the additional charges arising therefrom).
9.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by ACTON COACHWORKS to the Customer, the Customer shall, on receipt of a valid VAT invoice from ACTON COACHWORKS, pay to ACTON COACHWORKS such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.8 If the Customer fails to make any payment due to ACTON COACHWORKS under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Metro 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.
9.9 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. ACTON COACHWORKS may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by ACTON COACHWORKS to the Customer.
9.10 If on any occasion the Automobile is released to the Customer or their Agent, and any Invoice issued by ACTON COACHWORKS in respect of the provision of Services and Goods therefor remains unpaid, ACTON COACHWORKS shall have the right (and the Customer does hereby grant an express Licence to ACTON COACHWORKS) to enter into or upon any premises owned and controlled by the Customer for the purpose of taking possession of the Automobile pending payment of any such Invoice. Upon the Customer entering into the Contract it is expressly agreed that the Customer will not act or omit to act in any manner as to inhibit, prevent or frustrate any attempt by ACTON COACHWORKS to obtain possession of the Automobile.
9.11 Whilst ACTON COACHWORKS shall use its best endeavours to maintain the security of their premises so as to minimise the risk of theft or damage to their own property or the property of any Customer, whilst any automobile is left in the possession of ACTON COACHWORKS, it shall be at the Owners’ sole risk. ACTON COACHWORKS shall not be held responsible for any criminal damage caused to or theft of any automobile, vehicle or parts thereof or any property left within the same, during the period the automobile etc. remains in ACTON COACHWORKS’s premises or control. This provisions shall continue to apply where the automobile is taken to a Third Party’s premises for the purpose of any work being carried out thereto as required under the Contract.
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the provision of the Services shall be owned by ACTON COACHWORKS.
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on ACTON COACHWORKS obtaining a written licence from the relevant licensor on such terms as will entitle ACTON COACHWORKS to license such rights to the Customer.
10.3 All Supplier Materials are the exclusive property of ACTON COACHWORKS.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.
12. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude ACTON COACHWORKS's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
(a) ACTON COACHWORKS 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, or any indirect or consequential loss arising under or in connection with the Contract ; and
(b) ACTON COACHWORKS'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 £500.
12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 For the purpose of limiting its liability, ACTON COACHWORKS relies on the provisions of clause 9.11 above.
12.5 This clause 12 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than Seven (7) days’ written notice.
13.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within Seven (7) days after receipt of notice in writing to do so;
(b) the other party 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;
(c) the other party 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 a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party 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;
(g) 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 other party (being a company);
(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(b) to clause 13.2(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(l) the other party's financial position deteriorates to such an extent that in ACTON COACHWORKS's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.3 Without limiting its other rights or remedies, ACTON COACHWORKS may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.4 Without limiting its other rights or remedies, ACTON COACHWORKS may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and ACTON COACHWORKS if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(m), or ACTON COACHWORKS reasonably believes that the Customer is about to become subject to any of them.
13.5 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to ACTON COACHWORKS all of ACTON COACHWORKS's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, ACTON COACHWORKS shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of ACTON COACHWORKS Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then ACTON COACHWORKS may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. Loan vehicle.
14.1 ACTON COACHWORKS may at its sole discretion agree to provide a Customer with the use of a Loan vehicle. The provision of a Loan Vehicle shall be subject to the terms hereof and any prevailing terms and conditions applicable thereto as at the date of any loan which are set out in a Loan Vehicle Agreement which the Customer will be required to sign same prior to the release of the Loan vehicle.
14.2 The Customer shall provide proof of a Full Driving Licence to cover the category applicable to the Loan vehicle and to confirm the Licence is current and that it is legal for the Customer to drive the Loan Vehicle.
14.3 The Customer shall be responsible for maintaining an effective policy of insurance for the period they have use of the Loan vehicle. The Customer shall be responsible for keeping the car in the same condition as the vehicle was in as at the date of the loan.
14.4 The Customer shall (and by agreeing to the use of the Loan Vehicle) warrant that it will only be used for lawful purposes and shall not be used in the course of any business, sporting or risky activity of whatsoever nature. The Vehicle shall solely be used for the purpose of personal transportation of the Customer and immediate members of their family and friends.
14.5 The Customer shall be responsible for the cost of repairs (at a full retail price) in respect of any damage caused to any Loan Vehicle whilst in their possession (and howsoever the damage may have been caused).
14.6 Should any Loan vehicle be subject to any mechanical breakdown as a result of misuse by the Customer, they shall fully indemnify ACTON COACHWORKS in respect of all repair costs including the provision of any replacement parts required to be fitted to the Loan Vehicle (and whereby only the Manufacturer’s original parts shall be used for this purpose).
14.7 The Loan Vehicle shall only be driven by the Customer. If any Third Party (such as a spouse) is required to have the use of the Loan vehicle, that Third Party will be required to fully comply with all the provisions set out herein and to counter-sign the Loan Vehicle Agreement.
14.8 The Customer shall be responsible for payment of all Fines, Penalty Notices and any other sum due arising from any parking infringement, road traffic offence (howsoever incurred) or other legal process arising from their use of the Loan Vehicle (“the Liabilities”). For this purpose, it is expressly declared that any such liability shall inure in respect of any and all Liabilities arising in respect of the period for which the Customer had the use of the Loan Vehicle.
15. Force majeure
15.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of ACTON COACHWORKS including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of ACTON COACHWORKS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.2 ACTON COACHWORKS shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15.3 If the Force Majeure Event prevents ACTON COACHWORKS from providing any of the Services and/or Goods for more than four weeks, ACTON COACHWORKS shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
16.1 Assignment and other dealings.
(a) ACTON COACHWORKS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of ACTON COACHWORKS, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with this 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 or sent by prepaid first-class post or other next working day delivery service, or by 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 12.2(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 [one party gives notice to the other of the possibility that] 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.
16.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.7 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 agreed in writing and signed by ACTON COACHWORKS.
16.8 Governing law. This agreement 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.
16.9 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).