The Terms and Conditions detailed below form the basis of all online and off-line sales, and can be found as part of your original account set-up documentation.
1. The “Company” shall mean WHEELWRIGHT UK Limited
The “Customer” shall mean the person buying the goods or for whom the work is to be done. The “Goods” shall mean the articles or things supplied or work done by the Company pursuant to the order.
2. These Conditions shall govern all agreements entered into by the Company with the Customer.
3. Any conditions incorporated in any acceptance of an Order received from the Customer shall (whether or not they conflict with these Conditions) be wholly voic and inapplicable except to the extent that they have been expressly agreed to in writing signed by a Director of the Company.
4. No representative or agent of the Company has any authority to agree any terms or make any representations inconsistent with any of these Conditions or to enter into any contract except on the basis of them. Any such term representation or contract will only bind the Company if in writing signed by a Director of the Company.
5. All prices quoted exclude charges for carriage and insurance unless otherwise advised at time of ordering.
6. Oral quotations are valid only to the end of the business day upon which they are given.
7. The Company shall be entitled to increase the contract price by such amount it considers reasonable if:-
(a) any alteration in the design specification or materials to be used are carried out at The Customer’s specific request
(b) there shall be an increase in price at which the Company can obtain any goods, parts or materials which it considers necessary or desirable.
8. Any delivery date quoted is an anticipated date only and cannot be guaranteed by the Company. However, the Company shall use all reasonable endeavours to have the goods ready for delivery by the anticipated date. Should the Company be unable to deliver the Goods by the anticipated date the Customer shall not be entitled to repudiate, terminate or cancel the contract.
9. The Company shall not be liable for failure to deliver by the anticipated date unless such failure shall result from negligence on the part of the Company or the circumstances wholly within the Company’s control.
10. The Company shall in no circumstances be liable for any economic loss or other indirect or consequential loss damage or expense suffered by the Customer by reason of the Company’s failure to deliver by the anticipated date.
11. Where the Company undertakes to carry out work on the basis of instructions from the Customer or any person on the authority of the Customer, the Customer warrants the accuracy of the instructions and that they are in no way misleading. The Company shall be entitled to charge in full for all work done and materials supplied at such rates as it considers reasonable whether or not in excess of the Contract price or rates where a Contract is entered into on the basis of inaccurate or misleading instructions.
12. Where the work which the Company has undertaken cannot be carried out in the accordance with the instructions given to the Company by the Customer the Company shall be entitled to be paid its reasonable charges for work carried out or materials supplied or used or ordered by it for the purpose of the work the subject of the Contract before discovering that the work cannot be carried out.
13. The Customer will fully indemnify and hold the Company harmless against any claim or liability in respect of any infringements or alledged infringements of any Letters, Patents, Trade Mark, Registered Design or any other like claim resulting from compliance with the instructions of the Customer express, or implied.
14. Payment for the Goods shall be made to the Company by the end of the calendar month following the month in which they were invoiced UNLESS otherwise agreed in writing.
15. Failure by the Customer to make all or any part of any payment on the due date in accordance with Condition 14 shall be a repudiatory breach and shall entitle the Company to determine the contract under which payment was due. The Company shall retain this right until such payment is made in full. Failure to pay all or any part of any instalment on the sad due date shall be a repudiatory breach of the whole contract.
16. In no circumstances shall the Customer be entitled to withhold payment from the Company if a dispute shall arise under the contract.
17. No Goods will be supplied by the Company on a sale or return basis unless expressly agreed in writing by the Company and signed by a Director of the Company.
18. In the case of all contracts which are not with a person dealing as a consumer in the meaning of Section 12 of the UNfair Contract Terms Act 1977 the following provisions shall apply:-
(a) Expect as the Company otherwise stipulates in writing and subject to the conditions and limitations set out in this paragraph:-
-(i) The Company will at its option replace or pay for the repair or replacement of any Goods or parts thereof manufactured by the Company which are found to be defective within 12 months of the Goods or parts being sold or supplied or the work being done by reason of any defect in any Goods or material supplied by the Company or any defect in any work done by the Company.
-(ii) The Company will at its option replace or pay for the replacement of or render fit for the specified purpose any Goods or parts thereof manufactured by the Company or to which work has been done by the Company if within 12 months of the Goods or parts being sold or supplied or the work being done the Goods or parts shall prove to be unfit for some purpose specified on the Order from when the Order was placed which the Company has represented the Goods or parts to be fit for PROVIDED that if the Company is unable or unwilling on grounds of unreasonable expense or any other reasonable ground to replace or render fit for such purposes any such Goods or parts it may instead purchase the Goods from the Customer at the price which the Goods would then cost if new.
-(iii) The foregoing guarantee shall not apply if:-
–(a) written notice is not given to the Company of the defect as soon as possible and in any event within one month of it manifesting itself;
–(b) the defect is caused or substantially caused or exacerbated by wear and tear, overloading, excessive use, misue, neglect or default in proper maintenance.
–(c) if the Customer has been guilty of any breach of the terms of the contract under which the Goods or parts were supplied or work done.
-(iv) All Goods or parts replaced by the Company shall become property of the Company.
-(v) If the Company so requires any Goods or parts in respect of which a claim is made under this paragraph must be returned carriage paid to the Company. In the event that the claim is accepted by the Company or adjudicated in favour of the Customer the cost of carriage shall be refunded to the Customer.
(b) Save as set out in these Conditions or agreed in writing between the parties all conditions and warranties express or implied statutory or otherwise are hereby excluded insofar as the same are capable of being lawfully and validly excluded.
Examination of Goods
19. The Customer:-
(a) will carefully examine and tet all Goods and parts supplied by the Company or to which any work has been done by the Company and will notify the Company in writing of any shortage, defect or other failure to comply with the contract which is or ought to be apparent upon such examination within 48 hours of their being collected or delivered to him/her.
(b) will notify the Company in writing within 48 hours of becoming aware of any manufacturing defect which was not apparent upon such examination as aforesaid.
(c) will not fit goods to the target vehicle if upon inspection the wheel is damaged or has manufacturing defects. Mounting wheels to the vehicle is an act in acceptance of their delivered condition.
Limitations of Liability
20. Any claim that the Goods do not correspond with their description or with any sample shall be made within 21 days of their arrival at the Customer’s premises or at such other place to which they may be carried from the Company’s works by or at the direction of the Customer. Any claim for damages made thereafter on this account will be limited to the amount which would have been the measure of damages had the claim been made within the 21 day period, and the Customer shall not be entitled to reject the Goods after that period has expired. The Customer warrants to the Company by way of collateral warranty in consideration of the Company entering into any contract that save as set out in this paragraph neither the Customer nor any employee or agent of the Customer will make any claim or claims against the Company for any loss or damage or injury whether direct or indirect or consequential to any person or to any property caused by or arising out of or connected with such contract including any claim on account of the alleged breach of any fundamental term of such contract of any sort including any negligence on the part of the Company or its employees or agents or any breach of statutory duty whereby the total sum or sums recovered or recoverable from the Company by the Customer and its employees and agents in respect of such claim or by any valid and enforceable insurance policy then held by the Company provided that nothing in this paragraph shall restrict the liability of the Company for death or personal injury resulting from negligence. The customer further warrants to the Company by way of collateral warranty as aforesaid that neither the Customer nor any employee or agent of the Customer will make any such claim or claims as aforesaid against any officer servant or agent of the Company.
21. Notwithstanding anything contained in these conditions the Company shall in no circumstances be liable for any economic or other consequential loss unless such loss has resulted from death or personal injury caused by the Company’s negligence.
22. The Company shall not be liable for and the Customer shall indemnify and keep indemnified the Company against any claim by loss, damage or injury to any person or property directly or indirectly occasioned by or arising from negligence or default or misuse by or on the part of the Customer and this indemnity shall extend to any costs and expenses incurred by the Company.
23. Cancellation of an order will not normally be accepted by the Company. However, the Company may at its discretion agree to cancellation provided that all sotsts and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed by the Customer forthwith.
24. The Company shall have the right to immediately cancel and terminate the Contract at any time upon the occurrence of any one of the following events:-
(a) If the Customer commits any act of bankruptcy or compounds or makes any arrangements with his creditors or if any execution or distress is levied upon the goods of the Customer.
(b) If the Customer being a company is wound up by either compulsorily or voluntarily or a receiver of assets is appointed.
(c) If the Customer commits any breach of the Contract. Upon such termination the Company shall have the right to receive and to be paid the price of any Goods manufactured and delivered or tendered and all work done and all expenses incurred by the Company in connection with the Contract prior to the date of cancellation and the Customer shall take over and pay for at the current price such materials as have been allocated by the Company to the Contract.
Retention of Title Provisions
25. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Customer on any account.
26. Until ownership of the Goods has passed to the Customer, the Customer must:
(a) hold the Goods on a fiduciary basis at the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
(d) maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. on request the Customer shall produce the policy of insurance to the Company; and
(e) hold the proceeds of the insurance referred to in condition (d) on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
27. The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
28. The Customer’s right to possession of the Goods shall terminate immediately if:
(a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition is presented to any court for the winding up of the Customer, or any proceedings are commenced relating to the insolvency of the Customer; or
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
(c) the Customer encumbers or in any way changes any of the Goods.
29. The Company shall be entitled to recover payment for the Goods not withstanding that ownership of any of the Goods has not passed from the Company.
30. The Customer grants the Company, its agent and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
Return of Goods
31. In no circumstances may the Customer return the Goods to the Company without the Company’s prior approval.
32. Goods returned to the Company for whatever reason must be properly packed and any loss or damage in transit shall be the Customer’s sole responsibility.
33. Goods returned which were supplied correctly will be subject to a 15% Handling Charge and Return Carriage. Goods which are damaged or specially ordered will not be accepted for credit.
34. When a correctly supplied wheel has been fitted with a tyre it will not be accepted for credit.
35. Risk in the Goods shall pass to the Customer on Delivery unless the Goods are to be collected by the Customer or the Customer’s agent in which event the Goods shall be at the Customer’s sole risk from the time when he is notified that they are ready for collection.
36. Unless otherwise agreed in writing the Company may sub-contract all or any part of any work agreed to be done by it.
37. These conditions and the Contract shall be subject to and construed in accordance with English Law and the Company and the Customer hereby submit to the Exclusive Jurisdiction of the English Courts.
38. Any clause headings in these Conditions are for guidance only and shall in no way affect their legal construction.