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:
ACL: 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 ACL 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 ACT.
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.
Delivery Location: has the meaning set out in clause Error! Reference source not found..
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 ACL.
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 ACL's quotation OR in the Customer's purchase order form, or the Customer's written acceptance of ACL's quotation, or overleaf, as the case may be.
Quotation: shall mean any oral or written quotation or estimate given by ACL to the Customer for the supply of specific Goods and Services.
Services: the services, including the Deliverables, supplied by ACL to the Customer as set out in the Service Specification below.
Service Specification: the description or specification for the Services provided in writing by ACL to the Customer.
Supplier: Acton Coachworks SP Ltd registered in England and Wales with company number 11429545 of 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 ACL 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 ACL 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 ACL 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). ACL 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 ACL which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by ACL and any descriptions of the Goods or illustrations or descriptions of the Services contained in ACL'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 ACL 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 ACL'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 ACL 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 ACL in connection with any claim made against ACL for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with ACL's use of the Goods Specification. This clause 3.1 shall survive termination of the Contract.
3.3 ACL 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 ACL 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. ACL 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 ACL 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 ACL 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. ACL 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 ACL 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 ACL 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 ACL'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 ACL notified the Customer that the Goods were ready; and
(b) ACL 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 ACL has been requested to order in and/or to supply Goods for a Customer, following the expiration of 14 Business Days from ACL notifying the Customer that the Goods are ready for collection the Customer has not taken OR accepted delivery of them, ACL 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 ACL 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 ACL 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.
5. Quality of Goods
5.1 ACL 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 ACL.
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) ACL is given a reasonable opportunity of examining any automobile and/or such Goods; and
(c) the Customer (if asked to do so by ACL) returns the Automobile or such Goods to ACL's place of business at the Customer's cost,
ACL 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 ACL 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 ACL'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 ACL 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 ACL;
(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, ACL 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 ACL 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) ACL receives payment in full (in cash or cleared funds) for the Services as well as for the Goods supplied [and any other goods that ACL 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 ACL'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 ACL's behalf from the date of delivery;
(d) notify ACL immediately if it becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(m); and
(e) give ACL such information relating to the Goods as ACL 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 ACL receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) [it does so as principal and not as ACL’s agent; and
(b) title to the Goods shall pass from ACL 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 ACL may have:
(a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) ACL 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 ACL 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, ACL 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, ACL will proceed with the provision of the agreed Services.
7.2 ACL 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 ACL 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 ACL shall notify the Customer in any such event.
7.4 ACL warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 ACL 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 ACL in all matters relating to the Services;
(c) provide ACL, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by ACL if necessary for them to provide the Services;
(d) provide ACL with such information and authority to purchase such components, spare parts and materials as ACL may reasonably require to supply the Services, and the Customer shall ensure that such information is accurate in all material respects;
8.2 If ACL'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) ACL 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 ACL's performance of any of its obligations;
(b) ACL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from ACL's failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse ACL on written demand for any costs or losses sustained or incurred by ACL 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 ACL'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 ACL's standard daily fee rates, which may be increased from time to time. ACL 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) ACL's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from [8.00 am to 5.00 pm] worked on Business Days;
(c) ACL 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) ACL shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom ACL 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 ACL for the performance of the Services, and for the cost of any materials.
9.3 ACL 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. ACL 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 ACL in writing within two weeks of the date of ACL's notice and ACL 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 ACL that is due to:
(i) any factor beyond the control of ACL (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 ACL adequate or accurate information or instructions in respect of the Services and/or the Goods.
9.4 In respect of the Services, ACL shall invoice the Customer upon completion of the same. In respect of any Goods supplied to the Customer, ACL shall invoice the Customer on or at any time after completion of delivery.
9.5 The Customer shall pay each invoice submitted by ACL:
(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 ACL, 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 ACL’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, ACL 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 ACL to the Customer, the Customer shall, on receipt of a valid VAT invoice from ACL, pay to ACL 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 ACL 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. ACL may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by ACL to the Customer.
9.10 If on any occasion the Automobile is released to the Customer or their Agent, and any Invoice issued by ACL in respect of the provision of Services and Goods therefor remains unpaid, ACL shall have the right (and the Customer does hereby grant an express Licence to ACL) 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 ACL to obtain possession of the Automobile.
9.11 Whilst ACL 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 ACL, it shall be at the Owners’ sole risk. ACL 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 ACL’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 ACL.
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 ACL obtaining a written licence from the relevant licensor on such terms as will entitle ACL to license such rights to the Customer.
10.3 All Supplier Materials are the exclusive property of ACL.
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.