All goods and/or services supplied by National Tyre Service Limited, a company incorporated in England and Wales under the Companies Acts (Company Number 00986754) and having its registered office at Regent House, Heaton Lane, Stockport SK4 1BS (the "Company") are sold subject to the following Conditions. Acceptance by the customer of any goods and/or services shall constitute acceptance of these Conditions. PLEASE NOTE: These Conditions contain exclusion clauses.
INCORPORATION OF CONDITIONS
- All contracts entered into between the Company and a customer shall be deemed to incorporate these Conditions and no amendment or addition shall be binding on the Company unless agreed in writing by an authorised representative of the Company. An order to purchase goods and/or services by the customer will constitute an offer by the customer to purchase goods and/or services in accordance with these Conditions subject to clause 6 below. No contract exists between the customer and the Company for the sale of goods and/or services until the Company has accepted the customer's order in writing or (if earlier) the Company dispatches the goods to the customer or commences performance of the services. The Company reserves (subject to all statutory exceptions) the right to amend these Conditions at any time and a copy of these will be posted on the Company's website (www.national-fleet.co.uk). It is the customer's responsibility to familiarise themselves with the current Conditions regularly to ensure that they are aware of any changes. Continued trading with the Company following the posting of any such changes will constitute the customer's acceptance of the revised Conditions.
- The applicability of any terms and conditions that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing are hereby excluded, unless expressly agreed in writing by an authorised representative of the Company. The customer accepts that in entering into a contract for the supply of goods and/or services by the Company it has not relied upon any prior promises, representations or undertakings of the Company which are not contained in these Conditions.
QUOTATIONS AND PRICES
- No quotation by the Company shall constitute an offer by the Company and all quotations are subject to withdrawal or alteration without notice. Quotations may be given in writing or orally.
- All prices quoted shall include carriage within the United Kingdom mainland and the appropriate service charge (unless otherwise notified to the customer by the Company) but are exclusive of VAT and other applicable taxes (which the customer shall be additionally liable to pay to the Company). The prices for the goods and/or services shall be as quoted by the Company or its employees or agents who are authorised from time to time to issue quotations.
APPLICATION FOR CREDIT AND PAYMENT
- The Company will only consider an application for a Credit Account subject to the satisfactory completion of the "Application for a Credit Account" form (the "Application Form").
- By completing and returning the Application Form, the applicant (i) consents to the Company carrying out searches with a credit-referencing agency on the business, principal directors, partners and sole proprietors. The credit reference agency will keep a record of that search and will share that information with other businesses; and (ii) accepts that all business transacted with the Company shall be on and subject to these Conditions.
- The Company may in its absolute discretion decline any application for credit and shall not be or required to give any reason for this.
- The annual percentage rate applicable to the credit agreement for the customer's account is 0%.
- Where the customer is an account holder the total invoice amount shall be due for payment by the customer at the end of the calendar month following the calendar month in which the invoice is raised. If one invoice becomes overdue, all sums invoiced or about to be invoiced become due and payable immediately.
- Where the customer is not an account holder, invoices shall be payable prior to delivery of the goods and/or provision of services.
- Time for payment shall be of the essence of every contract between the Company and a customer. The customer must clearly identify to which invoice any settlement relates. If the customer fails to do so the Company may, at its discretion, treat the settlement as settlement of the customer's oldest outstanding invoice.
- Where payment is overdue or the amount of credit on a customer's account exceeds the agreed credit limit the Company may:
- (both before as well as after judgment) charge interest on the overdue account or on the amount by which the amount of credit exceeds the agreed credit limit from time to time on a daily basis at the Bank of England's annual base rate from time to time plus 5%;
- appoint a third party to recover the overdue monies (for the avoidance of doubt this may include all sums invoiced or about to be invoiced which have become due and payable immediately by virtue of condition 3(e)) together with interest owed under the contract and all costs incurred by the Company under this condition, shall be charged to the customer and shall form part of the sum due from the customer to the Company;
- suspend the provision of any further goods and/or services to the customer without any liability to the customer;
- terminate the contract immediately by notice in writing; and
- at the Company's discretion cancel the credit agreement applicable to the customer's account without any liability.
- The customer shall make payment to the Company in respect of each invoice in full without any set off, counterclaim, deduction or withholding (whether in relation to such invoice or otherwise).
- Disputed invoices must be notified in writing to the Credit Control Department, National Tyre Service Limited, 4th Floor, Regent House, Heaton Lane, Stockport, SK4 1BS or by email to firstname.lastname@example.org within 10 days of the date of the invoice. Queries received after that date may be deemed invalid at the Company's discretion.
SUPPLY OF GOODS AND SERVICES
- The Company will use reasonable endeavours to supply relevant goods and/or services by any estimated date but time is not of the essence and the Company shall incur no liability whatsoever for failure to perform by such date.
- 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.
- Following the supply of goods the customer shall be bound to accept delivery of and to pay in full for such goods and for the provision of any related services (e.g. fitting) in accordance with their payment terms. If the customer fails to take delivery of the goods then, without prejudice to any other right or remedy available to the Company, the Company may:
- store the goods until actual delivery and charge the customer for the reasonable cost (including insurance) of storage; or
- sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess, or charge the customer for any shortfall below the price agreed; or
- return the goods to the supplier and charge the customer for any costs incurred as a result of such return.
- The Company shall be entitled to supply the goods and/or services in instalments and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions shall not entitle the customer to treat the contract as a whole as repudiated.
- Delivery shall be deemed to take place when the goods are supplied to the customer.
The risk in the goods shall pass to the customer at the time of delivery or if the customer wrongfully fails to take delivery of the goods, the time when the Company has tendered delivery of the goods. Title to the goods shall not pass to the customer until such times as the Company has received in full (in cash or cleared funds) all sums due to it in respect of the goods (and related services). It is the customer's responsibility for the secure storage and insurance of supplied goods until payment is received by the Company in full. The customer must also ensure that the goods are stored separately from all other goods held by the customer. The Company reserves the right, at any time prior to the title passing to the customer to recover any goods supplied and not paid for from the customer's premises or the premises of any third party where the goods are being stored.
ON ACCOUNT ONLINE ORDERS
- For the avoidance of doubt, any request made through the National Fleet website (www.national-fleet.co.uk) does not constitute an order. After receiving such a request, the Company shall contact the Customer to determine whether or not they wish to place an order.
- A customer may order goods on account online at www.national.co.uk (hereinafter referred to as "the Website"). The Website is owned, operated and maintained by the Company. The Company may in its absolute discretion decline any application for an online ordering account and shall not be or required to give any reason for this.
- All online orders (on account) placed through the Website shall also be governed by the terms and conditions posted on the Website, a copy may be viewed at www.national.co.uk/terms-and-conditions.aspx (the "Online Order Terms and Condition"). In relation to online orders (on account) made via the Website, to the extent that the terms of the Online Order Terms and Conditions conflict with these Conditions, the Online Orders Terms and Conditions shall prevail.
- Online orders shall be subject to the customer's normal credit account facilities and credit limit.
WARRANTIES AND LIMITATION OF LIABILITY
- The Company warrants that the goods will be of satisfactory quality and fit for the purpose for which they were supplied and that the services will be provided using reasonable care and skill.
- The Company shall not be liable for any shortages unless notification thereof is received by the Company in writing within 72 hours of delivery.
- The Company shall not be liable for any defect in the goods save defects, materials or workmanship discovered within one month of the date of delivery and which are notified to the Company within 72 hours of the date the customer discovered the defect or ought reasonably to have discovered the defect and PROVIDED ALWAYS that following notification to the Company the customer thereafter fully complies with all reasonable requirements of the Company relating to the use or storage of the goods and the Company's access to them.
- The Company shall only be liable under sub-conditions (b) and (c) above at its option, to make good any shortage, or replace any damaged or defective unused goods, or accept the return of such goods and to credit the customer with the price.
- Except as provided for above and to the extent permitted by law, all other conditions, warranties or representations express or implied by statute or common law are excluded.
- Nothing in these Conditions excludes or limits the liability of the Company for:
- death or personal injury arising from the Company's negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be limited or excluded by applicable law.
- Subject to condition 7(f) above, the Company will not be liable to the customer or any third party for any loss of profits, or any indirect, incidental, special, punitive or consequential loss, damage or expenses howsoever arising out of the sale of the goods and/or the provision of services to the customer.
- Without prejudice to any other condition if the Company shall be liable to the customer for any loss or damage such liability shall be limited to the invoice price of the goods and/or services concerned.
- All quotations, specifications, information in catalogues, representations whether written or oral and forecasts of performance howsoever given are approximate only and do not form part of the contract and the Company shall have no liability in respect thereof and the customer acknowledges that it has not relied upon any such representation.
The customer agrees upon demand to indemnify the Company against all losses, damages, third party claims, injury, costs and expenses of whatever nature suffered by the Company (and its affiliates, officers, directors, employees and representatives) to the extent that the same are caused by or related to (i) the customer's breach of these Conditions; (ii) the improper incorporation, assembly, use, storage or handling of the goods by the customer; and/or (iii) (if applicable) the customers use of or registration with the Website, or the use by any other person using the customer's online ordering account on the Website.
The customer shall:
- co-operate with the Company in all matters relating to the services;
- provide the Company, its employees, agents, consultants and subcontractors, with access to the customer's premises, office accommodation and other facilities as is reasonably required by the Company to provide the services;
- ensure that it has adequate and proper third party and occupiers liability insurance in respect of employees of the Company providing services from time to time to the customer at the customer's premises;
- not at any time whether before or after the termination of the contract divulge or use any technical or commercial know-how, specifications, inventions, processes or initiatives deriving from the Company or any other confidential information in relation to the Company's affairs or business or method of carrying on business; and
- not assign or sub-let the contract in whole or in part.
The Company shall have the right to cancel, or to reduce the volume of any goods to be supplied under any outstanding contracts or orders, or to delay the performance of the contract or order if it is prevented from or hindered through any circumstances beyond its control (affecting either itself or any other party) including (but not limited to) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company 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, without incurring any liability for any loss or damage whatsoever resulting therefrom.
The Company may use and the customer agrees that it may use and disclose personal information about the customer to third parties for the purpose of supplying goods and/or services to the customer and processing invoices and statements. In respect of any personal data of the customer held by the Company, the Company agrees to comply with the provisions of the Data Protection Act 1998.
If the customer becomes subject to any of the events listed below, or the Company reasonably believes that the customer is about to become subject to any of them and notifies the customer accordingly, then, without limiting any other right or remedy available to the Company, the Company may suspend the provision of any further goods and/or services to the customer, terminate the contract immediately, and/or cancel the credit agreement applicable to the customer's account without incurring any liability, and all outstanding sums in respect of goods and/or services delivered to the customer shall become immediately due:
- 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 is deemed unable to pay its debts within the meaning of the applicable law or (being a partnership) has any partner to whom any of the foregoing applies;
- the customer enters into a compromise or arrangement with its creditors;
- (being a company) an order is made for the winding up of the customer or the customer passes a resolution for winding up (other than for the purposes of a solvent reconstruction or amalgamation) or a liquidator of the customer is appointed;
- (being an individual) the customer is the subject of a bankruptcy petition or order;
- (being a company) an application is made to court, or an order is made for the appointment of an administrator of the customer or an administrator of the customer is appointed;
- (being a company) the customer has a receiver, administrative receiver or manager appointed over all or any part of its assets or undertakings;
- the customer's financial position deteriorates to such an extent that in the Company's opinion the customer's capability to adequately fulfil its obligations under the Conditions have been placed in jeopardy;
- (being an individual) the customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
- (being a company) there is a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).
Termination of any outstanding contracts or orders, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination shall continue in full force and effect.
- The Company may sub-contract the performance of the contract in whole or in part at any time.
- Failure by either party to enforce or to exercise at any time or for any period any term of or any right pursuant to these Conditions shall not be construed as a waiver of such term or right.
- The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect the other conditions.
- A person who is not a party to the contract between the Company and the customer is not entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
- These Conditions and any contract in which these Conditions are incorporated shall be governed by and constructed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.