Terms

The following Conditions apply to all orders accepted by Walton Summit Truck Centre Ltd. (herein after called ‘the Company’) for the supply of motor vehicles, chassis, engines, bodies, trailers, spare parts or for repairs or other work or storage of any description.

  • 1. INTERPRETATION:
  • 1.1. Definitions. In these Conditions, the following definitions apply:
    Business Day: a day (other than a Saturday, Sunday or a public holiday) 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 20.
    Contract: the contract between the Company 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 the Company.
    Deliverables: the deliverables set out in the Order.
    Delivery Location: has deliver location set out in the Order.
    Force Majeure Event: means an event beyond the reasonable control of the Company including but not limited to strikes, lockouts or other industrial disputes (whether involving the workforce
    of the party 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.
    Goods: the goods (or any part of them) set out in the Order.
    Order: the Customer’s order for the supply of Goods and/or Services, as set out overleaf
    Services: the services, including the Deliverables, supplied by the Company to the Customer as set out in the Order.
    1.2. In these Conditions, the following rules apply:
    1.2.1. a person includes a natural person, corporate orunincorporated body (whether or not having separate legal personality);
    1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns;
    1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or reenacted.
    A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
    1.2.4. 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
    1.2.5. a reference to writing or written includes faxes and emails.
  • 2. BASIS OF CONTRACT:
  • 2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
    2.2. The Order shall be deemed to be accepted on the earlier of:
    2.2.1. the Company issuing a written acceptance of the Order; and 2.2.2. the Company doing any act consistent with fulfilling the Order at which point the Contract shall come into existence
    (‘Commencement Date’).
    2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on
    behalf of the Company which is not set out in the Contract.
    2.4. Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the
    Company’s 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. 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:
  • 3.1. The Goods are described in the Order.
    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 the Company 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 the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s
    intellectual property rights arising out of or in connection with the Company’s use of the description of the goods set out in the Order. This clause 3.2 shall survive termination of the Contract.
    3.3. The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
  • 4. DELIVERY:
  • 4.1. The Company shall ensure that:
    4.1.1. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Company reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance
    of Goods remaining to be delivered; and
    4.1.2. if the Company requires the Customer to return any packaging material to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.
    4.2. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
  • 5. DELIVERY DATES:
  • 5.1. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
    5.2. If the Company fails to deliver the Goods, 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. The Company 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 the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
    5.2.1. If the Customer fails to accept or take delivery of the Goods in accordance with clause 4.2 then except where such failure or delay is caused by a Force Majeure Event or by the
    Company’s failure to comply with its obligations under the Contract in respect of the Goods delivery of the Goods shall be deemed to have been completed at 9.00 am on the 5th Business
    Day following the day on which the Company notified the Customer that the Goods were ready and the Company shall store the Goods until delivery takes place, and charge the
    Customer for all related costs and expenses (including insurance).
    5.3. The Customer shall not be entitled to reject the Goods if the Company delivers up to and including 5 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.
    5.4. The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separat contract. Any delay in delivery or
    defect in an instalment shall not entitle the Customer to cancel any other instalment.
  • 6. SERVICES:
  • 6.1. The Company shall provide the Services to the Customer in accordance with the Order in all material respects.
    6.2. The Company shall use 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.
    6.3. The Company 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 the Company shall notify the Customer in any such event.
    6.4. The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
  • 7. Customer’s Obligations:
  • 7.1. The Customer shall:
    7.1.1. ensure that the terms of the Order (if submitted by the Customer) are complete and accurate;
    7.1.2. co-operate with the Company in all matters relating to the Services;
    7.1.3. provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, and other facilities as reasonably required by the Company
    to provide the Services;
    7.1.4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all
    material respects.
    7.2. If the Company’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):
    7.2.1. the Company 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 the Company’s performance of any of its obligations;
    7.2.2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company suspending performance as
    set out in this clause 7.2; and
    7.2.3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
  • 8. PAYMENT:
  • 8.1. Subject to the remainder of this clause 8, quotations may be withdrawn at any time before acceptance (as defined in clause 2.2) and unless otherwise specified quotations are
    only open for acceptance within 30 days.
    8.2. The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Company’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, which shall be paid by the Customer when it pays for the Goods.
    8.3. The charges for Services shall be on a time and materials basis:
    8.3.1. the charges shall be calculated in accordance with the Company’s standard daily fee rates, as set out in the Order;
    8.3.2. the Company’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;
    8.3.3. the Company shall be entitled to charge an overtime rate of 150 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 8.3.2; and
    8.4. the Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company 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 the
    Company for the performance of the Services, and for the cost of any materials.
    8.5. The Company reserves the right to:
    8.5.1. 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. The Company will
    give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify
    the Company in writing within 4 weeks of the date of the Company’s notice and the Company shall have the right without limiting its other rights or remedies to terminate the
    Contract by giving not less than 4 weeks written notice to the Customer; and
    8.5.2. 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 the Company that is
    due to:
    8.5.2.1. any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other
    manufacturing costs);
    8.5.2.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
    8.5.2.3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions
    in respect of the Goods.
    8.6. Invoices shall be issued, prior to delivery of Goods and/or Services unless otherwise agreed with account holders in accordance with clause 8.7.
    8.7. The Customer shall pay each invoice submitted by the Company:
    8.7.1. in contracts for vehicle sales, in full and in cleared funds to a bank account nominated by the Company prior to Delivery of the vehicle;
    8.7.2. in contracts for the provision of Goods, (excluding vehicle sales) and/or Services with account holders,
    8.7.2.1.1. within 30 days of the date of the invoice; and
    8.7.2.1.2. in full and in cleared funds to a bank account nominated in writing by the Company.
    8.7.3. in all other contracts, payment must be made in full and in cleared funds prior to Delivery of the Goods and/or Services.
    8.7.4. Time for payment shall be of the essence.
    8.8. 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 theCompany to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods at the same time as payment is due for the supply of the Services and/or Goods.
    8.9. Without limiting any other right or remedy of the Company, (including those under clause 11) if the Customer fails to make any payment due to the Company under the
    Contract by the due date for payment (Due Date), the Company shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current National Westminster Bank plc base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
    8.10. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to
    assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
    8.11. The Deposit is a deposit against default by the Customer of payment of sums payable under this agreement. The Customer shall, on the date of this agreement, pay a Deposit (if any) in the sum specified overleaf. If the Customer fails to pay any sum payable under this agreement (in whole or in part), the Company shall be entitled to apply the Deposit against such default, loss or damage without prejudice to the Company’s rights elsewhere in this agreement or in law. For the avoidance of doubt, the deposit shall be non refundable.
  • LIMITATION OF LIABILITY. THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE:
  • 9.1. Nothing in these Conditions shall limit or exclude the Company’s liability for:
    9.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
    9.1.2. fraud or fraudulent misrepresentation;
    9.1.3. breach of the terms implied by section 2 of the Supply of
    Goods and Services Act 1982 (title and quiet possession);
    9.1.4. breach of the terms implied by section 12 of the Sale of
    Goods Act 1979 (title and quiet possession); or
    9.1.5. defective products under the Consumer Protection Act
    1987.
    9.2. Subject to clause 9.1:
    9.2.1. the Company shall under no circumstances 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
    9.2.2. the Company’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 the aggregate sum paid by the Customer under this Contract.
    9.3. 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.
    9.4. This clause 9 shall survive termination of the Contract.
  • 10. CUSTOMER PROPERTY:
  • 10.1. All property including vehicles and personal property therein received by the Company remain at the Customer’s risk as regards loss or damage howsoever or whosesoever arising.
    10.2. For the avoidance of doubt, Customer vehicles are towed or driven by the Company, its employees, agents and subcontractors at the sole and entire risk of the Customer.
  • 11. FAILURE TO PAY/COLLECT:
  • 11.1. Where the Company has duly completed the Goods and/or Services and the Customer’s vehicle is ready for delivery to or collection by the Customer and the Customer fails either:
    11.1.1. pay sums owing in accordance with clause 8; and/or
    11.1.2. take or accept delivery of the Customer’s vehicle within 5 business days of being advised the vehicle is ready for collection, the Company may charge the Customer a daily storage charge, and sell the Customer’s vehicle and defray out of the proceeds of such sale the reasonable charges aforesaid together with any other incidental expenses reasonably incurred by the Company in respect of the vehicle provided always that the Company shall hold in trust for the Customer any balance of the proceeds of sale remaining after the aforesaid charges and expenses have been met. The Company’s right of sale under this clause shall be subject to the remainder of this clause 11.
    11.2. After the repairs or other work have been completed and the vehicle is ready for re-delivery the Company shall give to the Customer or his agent written notice to this effect
    together with a statement of the Company’s charges for the Goods and/or Services; and
    11.2.1. If after a period of three months has elapsed from the giving of notice aforesaid the Customer has failed either to pay the sums owing under clause 8, or to take or accept
    delivery of the vehicle, then the Company shall give a further written notice to the Customer or agent advising him that if he fails to pay and/or to take or accept delivery of
    the vehicle (as applicable) within 14 days from the date of this further notice then the Company shall have the right to sell the vehicle. The rights conferred in the Company by this
    clause shall be in addition to any other rights bestowed on the Company by statute or common law.
  • 12. ERRORS:
  • Claims regarding errors in Goods despatched or invoicing must be made in writing within 7 days of the earlier of the date of invoice or receipt of the goods. The Company may refuse to recognise any claim not made within that period.
  • 13. AGENTS AND DISTRIBUTORS:
  • Traders selling or distributing goods supplied by the Company, whether known in the Trade as Agents or not have no agency in the legal sense to act on behalf of or in the name of the Company. The word ‘agent’ is used in a complimentary sense only. Sales by such Traders shall be subject to these conditions (as far as applicable) and to confirmation by the Company.
  • 14. TITLE AND RISK:
  • 14.1. The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 5.
    14.2. Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for:
    14.2.1. the Goods and any Services; and
    14.2.2. any other goods or services that the Company has supplied to the Customer in respect of which payment has become due.
    14.3. Until title to the Goods has passed to the Customer, the Customer shall:
    14.3.1. hold the Goods on a fiduciary basis as the Company’s bailee;
    14.3.2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
    14.3.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    14.3.4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
    14.3.5. notify the Company immediately if it becomes subject to any of the events listed in clause 18.1.1 to 18.1.12 (inclusive); and
    14.3.6. give the Company such information relating to the Goods as the Company may require from time to time,
    14.3.7. but the Customer may resell or use the Goods in the ordinary course of its business.
    14.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 18.1.1 to 18.1.12 (inclusive)), or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fais 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.
  • 15. FORCE MAJEURE:
  • 15.1. The Company 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.
    15.2. If the Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than 4 weeks, the Company shall, without limiting its other rights or
    remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  • 16. NOTICES:
  • 16.1. Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid
    first class post or other next working day delivery service providing proof of postage, at its registered office (if a company) or (in any other case) its principal place of
    business, or sent by fax to the other party’s main fax number.
    16.2. Any notice or communication shall be deemed to have been received, if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper
    address, or if sent by fax, at 11.00 am on the next Business Day after transmission, or otherwise at 11.00 am on the second Business Day after posting or at the time recorded
    by the delivery service.
    16.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
  • 17. WARRANTIES:
  • 17.1. In the case of contracts for the sale of new vehicles or new vehicle parts the terms of any manufacturers’ guarantee will operate and any benefits received by the Company on
    behalf of the Customer will be passed on to him to the maximum extent permissible.
    17.2. In the case of contracts for the sale of used vehicles, or used parts by the Company, such vehicles or parts are sold as seen and the Company accepts no responsibility for any
    defects in design, material or otherwise unless and except in so far as specific terms are stated on the Company’s invoice for the sale.
    17.3. In the case of contracts for Services including repairs carried out by the Company, the Company will re-execute any work as is defective provided that written notice of any
    claim under this clause 17.3 is received by the Company within seven days of completion of the work.
    17.4. No condition or representation is made or to be implied nor is any warranty given or to be implied as to the life or wear of any goods supplied or that they will be suitable for any
    particular purpose or for use under specific conditions not withstanding that such purpose or conditions may be known or are made known to the Company.
  • 18. TERMINATION:
  • 18.1. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
    18.1.1. the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing of the breach;
    18.1.2. the Customer 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) 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;
    18.1.3. the Customer 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;
    18.1.4. 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 Customer (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;
    18.1.5. the Customer (being an individual) is the subject of a bankruptcy petition or order;
    18.1.6. 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;
    18.1.7. 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 Customer (being a company);
    18.1.8. a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
    18.1.9. 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;
    18.1.10. any event occurs, or proceedings are 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 18.1.2 to clause 18.1.9 (inclusive);
    18.1.11. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
    18.1.12. the Customer (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.
    18.2. Without limiting its other rights or remedies, the Company may terminate the Contract:
    18.2.1. by giving the Customer 1 months’ written notice;
    18.2.2. 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.
    18.3. Without limiting its other rights or remedies, the Company shall have the right to suspend the supply of Services and/or further deliveries of Goods under the Contract or any other
    contract between the Customer and the Company if:
    18.3.1. the Customer fails to pay any amount due under this Contract on the due date for payment; or
    18.3.2. the Customer becomes subject to any of the events listed in clause 18.1.2 to clause 18.1.12, or the Company reasonably believes that the Customer is about to become subject to any of them.
  • 19. CONSEQUENCES OF TERMINATION:
  • 19.1. On termination of the Contract for any reason:
    19.1.1. the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for
    which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
    19.1.2. the Customer shall return all of the Company Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Company 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;
    19.1.3. 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
    19.2. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
    20. VARIATION/WAIVER. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • 21. RETURNS:
  • 21.1. Any goods being returned must be returned within 7 days of the date of the invoice and the Company reserves the right to levy its handling charge on the returned item, current at
    the date of return.
  • 22. COURTESY VEHICLES:
  • 22.1. Customers borrowing courtesy vehicles must hold a current valid full united kingdom driving licence and must arrange full comprehensive motor insurance for the period of use.
    22.2. The Customer will maintain the courtesy vehicle and return it in the same condition as when taken.
    22.3. The Customer will be liable for any charges made against the courtesy car, including congestion charges, parking and speeding fines. The Customer will on demand indemnify the Company for any loss, claims, damages suffered by the Company arising directly or indirectly from the Customers failure to comply with this clause 22.3.
    22.4. The Customer will return the courtesy vehicle promptly to the Company on the agreed return date or immediately upon request of the Company. If the Customer delays return of the vehicle the Company may charge £30 plus Vat per day of unauthorised use together with (where appropriate) a storage charge of £30 plus VAT per day for the vehicle left on the Company’s premises.
  • 23. SEVERANCE:
  • 23.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision
    shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
    23.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the
    minimum modification necessary to make it legal, valid and enforceable.
  • 24. NO PARTNERSHIP:
  • Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority
  • 25. THIRD PARTIES:
  • A person who is not a party to the Contract shall not have any rights under or in connection with it.
  • 26. GOVERNING LAW AND JURISDICTION:
  • This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England
    and Wales.