1. Our Contract
1.1 These Terms and Conditions govern the supply of goods sold by Top Gear Consumables Ltd (Company Registration number 07218116) of Unit 14, Drayton Manor Drive, Alcester Road, Stratford Upon Avon, Warwickshire CV37 9RQ (“We” and “Us”) to the customer (“You”) and constitute the entire and only agreement between us in relation thereto.
1.2 All orders placed by you are on the basis of these Terms and Conditions and are subject to acceptance by us by delivery of the goods to you at which point a legally binding contract is constituted between us. The processing of your payment and acknowledgement of your order does not constitute legal acceptance of your order.
2. Price & Payment
2.1 Upon enquiry you will be quoted a price for your order. We will email an Order Acknowledgement to you prior to despatch. If your process requires a Purchase Order to be sent, it is Your obligation to provide a Purchase Order prior to despatch and invoice generation. If you have any queries you are required to advise within 2 hours so we can resolve prior to dispatch.
2.2 Prices are correct at time of quoting, and we reserve the right to update prices which will then supersede all previous quoted or paid prices. We also reserve the right to change the price of commodity goods, such as copper or latex at any time due to market conditions but we will confirm the prevailing price with you before accepting your order. We are not obliged to accept your order for such goods and may decline it or limit the order quantity.
2.3 Subject to clause 2.4, we must receive payment for the whole of the price of the goods you order, and any applicable charges for delivery, before your order can be processed unless we have agreed otherwise in advance in writing or you are an account holder with credit terms already agreed.
2.4 If you are an account customer, payment shall be made in full at the end of the month following the date of invoice. Time shall be of the essence for payment. We may revoke credit if you fail to make payment when due. If payment is not made when due, interest is payable in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and any such amendments, on the amount outstanding from the due date for payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement, together with any reasonable legal or other recovery costs. You are responsible for all orders placed by your authorised employees and for any purchases made on cards issued to you and we are not bound by any individual order limit you may impose on your authorised employees. You must inform us in writing as soon as a relevant employee is no longer authorised by you to place and receive orders or if any card issued to you is lost or stolen.
2.5 Even if we have provided you with credit previously we reserve the right to refuse to complete an order if payment of the account or your credit rating is not satisfactory to us.
2.6 You may not withhold payment of any invoice or other amounts due to us by reason of any right of set-off or counterclaim, which you may have, or allege to have.
2.7 We shall be entitled at all times to set off any debt or claim which we may have against you against any sums due from you to us.
2.8 The format of our invoice and statements to you will solely be dictated by us and we will not enter into any variation of our format unless any proposed variations are requested in writing at least six months in advance and unless expressly agreed by us.
2.9 All quoted prices will be shown at the price excluding, and including VAT at the current rate.
3. Delivery & Title
3.1 Unless you order and collect the goods from our premises, we will deliver them in accordance with your order within the stated delivery time In addition to your rights under clause 5, in the unlikely event that we do not make the goods available to you within 1 week of accepting your order, you will have the option of cancelling your order by notifying us accordingly prior to delivery. Before placing your order, please ensure you communicate your preferred delivery address and any associated instructions to us. These intsructions will be confirmed on our Order Acknowledgment. A valid signature will be required on collection or delivery. In the unlikely event that you have not received all the goods within the stated delivery time, you must notify us immediately.
3.2 You must do all that you reasonably can to enable delivery to take place at the given time and place. If you delay delivery, or delivery fails because you have not taken appropriate steps, we will try to arrange for an alternative delivery date within 30 days of the failed delivery. If delivery fails as a result of circumstances within your reasonable control, the cost of any re-delivery shall be borne by you. If we are unable to arrange a date for re-delivery we may cancel your order and refund to you the price that you have paid for the goods, less the failed delivery costs.
4.1 While we endeavour to hold sufficient stock to meet all orders, if we have insufficient stock to supply or deliver the goods ordered and paid for by you, we may, at our discretion, supply or deliver a substituted product or refund you the price paid for such goods as soon as possible and in any case within 30 days or, in the case of an account customer, we may, in our absolute discretion, as soon as possible raise a credit to offset the amount invoiced to you. We would normally inform you prior to these actions.
5. Cancellation & Returns
5.1 Should you wish to cancel your order after accepting delivery of the goods, you must notify us within 14 working days of accepting delivery. If you are cancelling because of any problem with the goods, please notify us of the problem at the time of cancellation providing dated photographic evidence of any damage or defects.
5.2 On cancellation for whatever reason, you must return the goods to us, unused and at your cost unless we agree that you may dispose of them in which case please comply with the manufacturer’s instructions before disposing of hazardous goods. Where the goods are being returned because they are faulty, incorrect goods or because of unsuitable substitution by us, we will meet the cost of return but we will nominate the carrier & we reserve the right to inspect the goods before issuing refund or credit. Goods that have been used may not be returned unless a warranty claim will be entered into.
5.3 Please refer to our Returns Policy for further details of how to return items.
6.1 If you have notified us of a problem with the goods within 1 working day of delivery, we will (subject to clause 4) either make good any shortage or non-delivery; replace or repair any goods that are damaged or defective upon delivery; or refund to you the amount paid by you for the goods in question.
6.2 We shall have no liability to pay any money to you by way of compensation other than any refund we make under these conditions. Our liability to you shall not, in any event, include losses related to any business of yours, such as loss of profits or business interruption, neither will we be responsible to you for any other loss which is not a foreseeable consequence of us being in breach of these Terms and Conditions or our legal duties.
6.3 All goods are sold in accordance with the manufacturer’s specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods. We cannot confirm that the goods comply with any laws, regulations or other standards applicable outside the UK
6.4 We will not be responsible to you or, in the event that you are undertaking work for another person, to any other person, for the use or installation of any goods by you. Accordingly, if you are a trade customer, you hereby agree to hold us harmless and indemnify us against any liability associated with, any claim or allegation that we are responsible for any failings in the installation or use of goods that we supply.
7. Limited Companies Guarantee
7.1 Those signing the Trade Credit Account Application Form on behalf of limited companies agree and guarantee that they will pay all monies owing to us by the relevant limited company if we believe that the limited company cannot meet its obligations.
7.2 If the limited company goes into receivership, liquidation or administration the guarantor will pay to the receiver, liquidator or administrator, as the case may be, such sum as will enable him to pay all monies owed to us by the limited company.
8. Age Requirements for Specific Goods
8.1 Where you place an order for age-restricted goods such as solvents, you confirm that you are over the age of 18 and that delivery will be accepted by a person over the age of 18. We reserve the right to cancel your order if we reasonably believe you are not legally entitled to order certain goods.
9.1 We may suspend further supply or delivery, stop any goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation hereunder or you become unable to pay your debts when they fall due or proceedings are commenced by or against you alleging insolvency. Upon termination, any payments you owe to us (even if they are not yet due for payment) will be immediately due and payable and we shall be under no further obligation to supply goods to you.
10. Force Majeure
10.1 We shall have no liability to you for any failure or delay in supply or delivery or for any damage or defect to goods supplied or delivered hereunder that is caused by any event or circumstance beyond our reasonable control (including, without limitation, strikes, lockouts and other industrial disputes).
11. Disposal of Electrical and Electronic Equipment
11.1 The WEEE regulations (January 2007) ensure that the amount of waste on certain electrical and electronic equipment is reduced, separated from household waste, collected separately and ultimately disposed of in a sound environmental manner (recycled and recovered). If you are a trade customer, you agree that the collection, recovery/treatment and disposal of non-household Electrical or Electronic Equipment purchased from us will be your responsibility. In the case of household waste, please take this waste to your nearest Designated Collection Facility (DCF) where special facilities exist for correct disposal.
12.1 If any part of these conditions is invalid, illegal or unenforceable (including any provision in which we exclude our liability to you) the validity, legality or enforceability of any other part of these conditions will not be affected. This contract shall be governed by and interpreted in accordance with English law.