TERMS & CONDITIONS OF SUPPLY
In these terms and conditions ("Conditions") "VSGL" means Vital Spark Group Ltd; "the goods" means any item of whatsoever nature or part thereof of service which is to be sold or supplied by Vital Spark Group Ltd; the vehicle means any vehicle comprising all or any of the goods; "the Customer" means the person who buys or has agreed to buy the goods.
1. ACCEPTANCE OF ORDERS
1.1. VSGL contracts for the supply of goods and/or services only subject to these Conditions.
1.2. The placing of an order following a quotation given by VSGL shall not be binding on VSGL unless and until accepted by VSGL in writing.
1.3. The terms and conditions contained herein together with the Order Form shall constitute the entire agreement between VSGL and the Customer and any modification to these Conditions will be binding only if it is evidence in writing signed on behalf of VSGL and such evidence contains a specific reference to these Conditions being modified.
1.4. The Customer may cancel a contract to which these Conditions apply with VSGL's written agreement.
1.5. VSGL shall not be obliged to accept returned goods unless specifically agreed to in writing by VSGL and the Customer may be subject to paying a handling charge. If VSGL agrees to the Customer cancelling a contract the Customer will indemnify VSGL against all losses (including loss of profit) suffered by VSGL arising out of such cancellation.
1.6. All specifications, illustrations, colours, drawings and diagrams in VSGL's catalogues, trade literature and other published matter are of a generally informative nature and are approximate only and none of these forms part of any contract or give rise to any independent or collateral liability of whatsoever nature on the part of VSGL. VSGL shall be under no liability whatsoever for inaccuracies, changes or alterations in specification, dimensions or measurements given, quoted or made by it.
2. ESTIMATES AND PRICES
2.1. Unless otherwise stated in writing the prices estimated or quoted by VSGL are exclusive of packaging, freight and insurance charges, charges for delivery, VAT and other applicable taxes, duties or levies of any kind whatsoever, all of which may be payable in addition by the Customer.
2.2. Any date for collection or delivery quoted by VSGL is an estimate only and although every effort will be made to meet the date, VSGL will in no circumstances be under any liability whatsoever for any failure to make the goods available on any such date.
3.1. The time of payment shall be as detailed in the Order form.
3.2. The Customer shall not be entitled to make a deduction from any payment due to VSGL in respect of any set-off or counter-claim unless both the validity and the amount thereof have been expressly admitted in writing by VSGL.
3.3. Without prejudice to any other rights, failure to pay the price or part thereof of other monies payable by the Customer will also entitle VSGL, at VSGL's sole discretion, either to refuse to make delivery of the goods or a further consignment of any goods agreed to be supplied or to cancel any contract to which these Conditions apply, either in whole or part, by notice in writing to the Customer and without incurring any liability to the Customer for any loss caused by such delay or cancellation.
3.4. If the payment of the price or any part thereof and of all other sums payable by the Customer is not made on the due date VSGL, without prejudice to its other rights hereunder, shall be entitled to charge in addition to any monies due hereunder interest on the outstanding amount at the rate per annum of 4 per cent above the base rate from time to time of VSGL's bankers calculated on a daily basis until payment is made.
4. TRANSFER OF PROPERTY
With the exception of goods subject to clause 11 of this agreement, the goods shall remain the sole and absolute property of VSGL as legal and beneficial owner until payment is received in full for all the goods as per the Order Form, at which time legal ownership shall transfer to the Customer.
5. RISK AND INSURANCE
5.1. Subject as hereinafter provided the goods are at the Customer's sole risk (and the Customer shall be under a duty to insure the goods to their full value) from the occurrence of the first point in time of any of the following events:
a) The passing of property to the Customer as provided for in Condition 4 of these Conditions; or
b) The physical delivery of the goods to the Customer's place of business by VSGL; or
c) The physical delivery of the goods to the Customer's carrier or to an independent carrier for the purpose of transmission to the Customer or his nominee.
5.2. VSGL will be under no obligation to effect insurance of the goods once risk has passed to the Customer.
6.1. Orders will be made available for collection as soon as reasonably practicable and VSGL reserves the right to deliver by instalments in such quantities as VSGL thinks fit.
6.2. VSGL shall endeavour to inform the Customer (or his nominated agent) as soon as the goods are ready for collection.
6.3. Where the goods are made available for collection in instalments, each instalment shall be construed as constituting a separate contract to which all the provisions of these Conditions shall (with any necessary alterations) apply.
6.4. In the event of any failure to make the goods available for collection or delay in making the goods available for collection, the Customer shall have no claim whatsoever against VSGL for any indirect or consequential loss or damage of any kind.
6.5. Without prejudice to any rights of VSGL hereunder, if the Customer shall fail to collect the goods seven days following the date on which VSGL informs the Customer that the goods are ready for collection, the Customer may be required to pay to VSGL all storage and other costs of whatever nature incurred or arising from such failure.
6.6. Deviations in quantity or goods delivered from those stated in any contracts to which these Conditions apply shall not give rise to a right to reject on the part of the Customer and the Customer shall have no right to claim damages for breach of contract but the Customer will only be obliged to pay at the contract rate for the goods delivered.
7. LIMITATION OF LIABILITY
7.1. The sole liability of VSGL in respect of any defect in or failure or any goods or vehicle supplied or for any shortage in the number of goods delivered or for any loss, injury or damage attributable, directly or indirectly, thereto (other than in respect of death or personal injury resulting from the gross negligence of VSGL or its servants or agents) is limited to a period of:
a) 60 months for batteries and electric drive units, and
b) 36 calendar months for all other components
from the date upon which the goods are delivered and limited to making good by replacement or (at the option of VSGL) or repairing defects or failures which under proper use appear therein.
In addition, VSGL must be reasonably satisfied that such defects or failures arose solely from the faulty design of the goods, defective materials used or workmanship, provided however that no liability shall attach to VSGL;
c) unless VSGL is notified promptly in writing of the alleged defect or failure and in the case of shortage within 7 days of collection and a copy of the original purchase invoice is provided to VSGL;
d) if VSGL shall so require, the defective good or part thereof are promptly returned to VSGL carriage paid and in such case, the Customer shall collect the goods in accordance with Clause 6 following repair, replacement or otherwise by VSGL;
e) no repair alteration or remedy is made to the goods or the vehicle without the express written permission of VSGL;
f) VSGL will not be liable for any loss or damage whatsoever arising out of the use of all or part of the goods or vehicle in any form of motor sport, track days or for any purpose other than that for which they were intended; vehicles intended for particular use must follow the strict maintenance and service guidelines that are available from VSGL; and VSGL will not be liable in relation to colour fastness or colour matching of original or replacement glass fibre panels.
7.2. If, without the prior written consent of VSGL, any repairs, modifications or alterations whatsoever are made to the goods or to the vehicle, VSGL shall be under no liability whatsoever in respect of the goods or vehicle or any reduction in performance or safety of the vehicle caused as a result of such unauthorised repairs, modifications or alterations.
7.3. The acceptance of liability contained in Clause 7.1 is given on the condition that the goods are used as the design intent and without prejudice to the foregoing the use by the Customer of all parts recommended by VSGL and where the goods are not so used, VSGL will be under no liability whatsoever in respect of the goods, performance or safety of the vehicle.
7.4. All, if any, statements, recommendations, measurements, dimensions, specifications and advice given or made (whether before or after any contract to which these Conditions apply) by VSGL or VSGL's servants or agents to the Customer or its servants or agents as to any matter relating to the goods or the vehicle are given without liability whatsoever on the part of VSGL and VSGL hereby represents and warrants to the Customer that no representation has been made to VSGL by or on behalf of the Customer before entering into any contract to which the Conditions apply and that no representation made to VSGL by or on behalf of the Customer before entering into such contract has in any way induced VSGL to enter into such contract and the customer makes and gives the like representations and warranties (mutatis mutandis) to VSGL as VSGL makes and gives to the Customer as above.
7.5. VSGL may in its absolute discretion refund the price of goods subject to the conditions contained in Clauses 7.1, 7.2 and 7-3 where such goods are in a saleable condition (to exclude special order Trim and Parts which are non-returnable). Such refunds may be subject to a 15% handling charge which shall be deducted from the purchase price paid by the Customer as shown in the original invoice by VSGL to the Customer.
7.6. Except as provided in sub-paragraphs above, all representations, guarantees, undertakings, conditions or warranties, expressed or implied, statutory or otherwise in relation to the goods are hereby expressly excluded PROVIDED ALWAYS that the statutory rights of the Customer in the case of a consumer sale shall remain full force and effect. VSGL will in no circumstances refund any monies paid by the Customer or replace any goods except in accordance with this Clause 7.
7.7. Without prejudice to the foregoing, VSGL shall in no circumstances be liable:-
a) for any indirect or consequential loss (including without limitation loss of production, loss of profit or liability to third parties) suffered or incurred by the Customer or others; or
b) for any loss or damage in excess of the contract price for the goods or part thereof in respect of which a claim is made.
c) for any malfunction or non-function of any goods to the extent that this is caused by incorrect installation or maintenance strictly in accordance with VSGL's instructions.
The Customer shall (and shall ensure that any third party to whom the goods may subsequently be supplied) comply with all instructions of VSGL and any other manufacturer in relation to the fitting, installation, service and use of the goods, and notwithstanding such compliance, the Customer shall keep VSGL fully and effectually indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature and where so ever arising, including, without prejudice to the generality of the foregoing, claims for damage to property and consequential loss (including loss of profit) which may be made against VSGL or which VSGL may sustain, pay or incur arising out of or in connection with the supply, fitting, installation or use of the goods.
9. FORCE MAJEURE
If VSGL is prevented from fulfilling any order within a reasonable time by reason of a force majeure of any cause beyond its reasonable control including, without prejudice to the generality of the foregoing war, the threat of war, riots, civil commotion, an act of God, government, terrorist activities, strikes, lockouts, industrial action, accident technical problems with transportation, natural disaster, storm, flood, fire, earthquake, delay in delivery to VSGL of any goods or materials or interruption of transport, it shall be under no liability to the Customers and shall be entitled to its option (to be notified in writing to the Customer) either to cancel any contract to which these Conditions apply or without any liability, to extend the time or times for delivery or otherwise performing such contract by a period at last equivalent to that during which such delivery or performance has been extended by any of the restrictions hereinbefore referred to.
10. DEFAULT AND CUSTOMER INSOLVENCY
If there is any default or breach of any of the Customer's obligations hereunder or in any payments due under any contract of sale to which these Conditional apply or if any distress, execution or other legal process is levied upon the Customer's property or if the Customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order is presented or made against the Customer or, if a company, any resolution or petition to wind it up shall be passed or presented or a receiver of all or any of its assets shall be appointed then (without prejudice to other remedies) in any such case VSGL may determine such contract as void or cancel any outstanding delivery or stop any products in transit and notwithstanding any other provisions.
11. DEFAULT AND VSGL INSOLVENCY
If there is any default or breach of any of VSGL obligations hereunder or if VSGL shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order is presented or made against VSGL or, if a company, any resolution or petition to wind it up shall be passed or presented or a receiver of all or any of its assets shall be appointed then (without prejudice to other remedies) in any such case, Customer may determine such contract as void and legal ownership of the goods paid to date shall transfer to the Customer.
Termination of any contract to which the Conditions apply for whatever causes shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum of money owing or to become owing by the other.
The Customer shall not assign or transfer or purport to assign or transfer any contract to which these Conditions apply or the benefit thereof to any person whatsoever.
14. CUSTOMER PAYMENTS
All deposits, interim and final payments are strictly non-refundable and non-transferable unless specifically agreed in writing by VSGL.
Any contract to which these apply shall be governed by and construed in accordance with the laws of England.
The headings shall not affect the meaning or Interpretation of these Conditions.
17. CONSUMER SALES
Nothing in these Conditions shall affect the statutory rights of any person dealing with VSGL as a Consumer.