Ciceley Commercials Ltd Sales Terms & Conditions

Conditions of Business

1. Corporation
Unless otherwise agreed in writing by the Company these conditions shall apply to all orders placed with and/or accepted by the Company for all goods and services supplied by the Company.

2. Validity
Unless otherwise stated, and so long as the customer is not notified of withdrawal or variation, any quotation made by the Company shall remain open for a period of twenty one days from the date appearing thereon, whereupon it shall forthwith lapse. The Company also reserves the right to alter prices and specifications without notice, and the prices charged will be those current at the date of delivery of the goods or performance of the services (as applicable).

3. Acceptance
Any quotation, whether written or oral, submitted by the Company shall be deemed to be an invitation to treat and not an offer. The placing by the customer of any order whether written or oral and whether or not any quotation may have been submitted by the Company, shall constitute an offer by the customer, and no contract shall be taken to have come into existence unless and until the Company shall have accepted the customer's order in writing. Any order placed by the Customer with any of the Company's salesmen or other representatives shall be subject to written acceptance as aforesaid.

4. Delivery
Delivery of goods shall be at the Company's premises specified overleaf. The customer will be notified in writing by the Company when goods are available for delivery and risk in the goods shall pass to the customer on delivery or seven days after the service of such notice, whichever shall be the earlier and whether or not property in the goods has passed.

5. Delivery Date
The Company shall make every reasonable endeavour to execute each order within the period quoted, subject to any variation to the contract agreed in writing between the parties or otherwise as varied in accordance with these conditions, but time shall not be the essence of the contract.

6. Transfer of property and insurance risk
Property in the goods shall not pass until payment has been made in full. Until payment in full, if the Company releases the goods to the customer with licence to use the goods, the customer shall hold and store the goods at his own expense on behalf of the Company, and the said licence may be revoked expressly by notice (written or verbal and if verbal confirmed in writing) given at any time by the Company to the customer and shall be revoked automatically in the event of the insolvency (as mentioned in condition 14) of the customer. Until payment in full, the Company shall have a general lien on all property and any proceeds of further sale of the goods of the customer in the possession of the Company. Insurance risk in respect of vehicles belonging to the customer or any third party and in the possession or under the control of the Company shall rest at all times with the customer alone and in respect of goods sold hereunder shall pass to the customer upon delivery, and the customer is advised to insure accordingly.

7. Payment - Vehicles
Payment in full is due not later than the time of delivery. Should customer instruction made directly or indirectly to a third party delay delivery the full payment will fall due 90 days following despatch from the manufacturer irrespective of registration.
Parts and Services
(a) Where a credit account approved by the Company is open and operating in accordance with the terms of the letter notifying the customer that a credit account has been opened, payment is due by the end of the month following the month of supply of the goods or services. Otherwise, payment shall be due within twenty-one days following the date of the Company's invoice and the goods shall be removed at the time of payment.
(b) The Company shall be entitled to charge interest from day to day on any balance due and remaining unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as such legislation has been supplemented, amended and implemented from time to time (as well after any judgement as before).
(c) The Company shall be entitled, if payment is not made in accordance with the terms of this condition, to exercise its lien as bailee by selling any goods held by it and whether or not belonging to the customer, without notice and to withhold from the proceeds all sums due to it hereunder.

8. Cancelled Orders
If this Agreement is terminated with respect to any or all vehicles or if the Customer refuses to accept delivery of the Vehicles whether still in build or fully built, then all such terminated Vehicle or Vehicles in respect of which delivery has been refused shall be dealt with in accordance with the provisions of clause 14 hereof and therefore the Customer shall no longer be in possession of such Vehicle or Vehicles with the consent of the Company. Subject to the Company making reasonable endeavours to mitigate the loss caused by the cancellation of the vehicle orders, the customer shall be fully liable to the Company for the full invoiced Vehicle value of the cancelled Vehicles and all costs incurred as a result of any Vehicle correctly ordered under this Agreement from a supplier to the Company not being accepted by the Customer, including 7.5% administration fee based on the total of the cost caused by the cancelled or refused Vehicles.

9. Creditworthiness
The Company reserves the right on giving to the customer written notice of its intention to do so, to withhold performance of all or any of its obligations under the contract if in its absolute discretion it considers the customer's credit status to be unsatisfactory.

10. Improvements and Alterations
The Company whose policy is one of continuous improvement, reserves the right to make any change without notice in material, dimensions and designs which, having regard to all the circumstances it thinks reasonable or desirable, without materially varying the terms of the contract.

11. Illustrations and Descriptions
Illustrations and descriptions, except as otherwise agreed in writing, are intended as a general guide only and shall not form the basis of a sale by description.

12. Modifications
12.1 Any modifications made to vehicles shall be carried out in accordance with Mercedes-Benz Body/Equipment Mounting Directives ("Directives") from time to time.
12.2 Any third party undertaking modifications to vehicles shall, prior to any such modifications, supply to the Company a detailed specification of the proposed modifications including a complete list of components to be used together with all documentation, conditions and contractual information relating to the proposed modifications. The customer warrants to the Company that any modifications to vehicles (whether carried out by itself or any third party) shall be in accordance with the Directives.
12.3 The Company shall not be liable for any loss, expense, cost (howsoever incurred), liability, damage or claim arising out of or as a result of or in relation to modifications carried out by the customer and/or any third party not in accordance with the Directives irrespective of whether the vehicle is purchased from the Company or from a third party including but, for the avoidance of doubt, not limited to:
(a) faulty design, production or installation of the body or individual parts used in the manufacture of the body;
(b) the safety and roadworthiness of the body;
(c) the safety and roadworthiness of parts and components not listed in the specifications supplied to the Company as set out in clause 12.2 above;
(d) operational reliability and roadworthiness of the vehicle following the modifications;
(e) effect of modifications on the vehicle when such modifications were not indicated in the specifications supplied;
(f) subsequent damage resulting from the modification, or
(g) the function, reliability and freedom of movement of all moving parts of the goods.
12.4 The customer shall be responsible for all modifications and installed parts whether or not contained in or indicated insufficiently in the detailed specifications supplied.
12.5 The customer shall be responsible for the modifications complying with applicable laws and directives and with labour protection and accident prevention regulations, safety regulations from time to time (including any amendments to such laws, directive and regulations) and bulletins issued by accident insurance carriers and all technical possibilities for avoiding unsafe operating conditions must be utilised.

13. Third Parties
13.1 The customer shall warrant to the Company that it shall provide to the Company all documentation and information set out in clause 12.2 above prior to carrying out any modifications.
13.2 The customer shall indemnify and keep indemnified in full the Company against any and all loss, expense, cost (howsoever incurred including legal costs), liability, damage or claim arising out of or as a result of or in relation to modifications carried out by a third party.
13.3 The Company's pre-delivery checks shall be limited to the chassis and those parts produced by the Company
but shall not extend to any modifications carried out by any third party.

14. Default of Customer
Without prejudice to clause 6 above, if the customer becomes bankrupt or insolvent (including without limitation compounding or making any arrangement with his creditors or being a company going into liquidation or having a receiver or manager or administrator appointed of the whole or any part of its undertaking and assets) the contract shall forthwith automatically terminate without any requirement as to notice, and the Company shall be entitled to sell or resell the goods, any loss sustained on the sale or re-sale being the account of the customer.

15. Liability of Company
Subject to clause 12 above, the liability of the Company hereunder shall be limited as hereinafter mentioned.
15.1 Sales of second-hand goods to non-consumers
The customer, having been given reasonable opportunity to inspect and test the goods, shall take them in their state and condition existing upon delivery, and accordingly all conditions, representations and warranties, express and implied, statutory or otherwise, as to the satisfactory quality and fitness for purpose are hereby expressly excluded save only insofar as may be specifically acknowledged by the Company in writing.
15.2 Sales of new goods to non-consumers
The Company warrants all new goods except any modifications detailed in clause 12 above to be free from defects in materials and workmanship appearing within the period stated with regard to the goods in question in the manufacturer's warranty contained in the dealer's handbook and otherwise upon and subject to the terms and conditions therein set out. A copy of this warranty as currently in force may be inspected upon request and a summary of some of its terms and conditions appears in the warranty section of the owner's handbook.
15.3 Supply of service to consumers and non-consumers
(a) These conditions shall not in any way affect the customer's statutory rights.
(b) The Company shall, not withstanding anything contained or implied in these conditions to the contrary, have no liability for any consequential loss whatsoever and howsoever caused and arising directly or indirectly out of the supply of any goods and/or services hereunder except only insofar as the same may result directly out of any negligence of the Company, and in particular but without limitation the Company shall have no liability for any property, whether of the customer or any third party, left in or about any vehicle in its possession or under its control.
(c) Except only as hereinbefore expressly mentioned, all and any representations, conditions and warranties, express or implied, statutory or otherwise save only those relating to services mentioned in the Supply of Goods and Services Act 1982, are hereby expressly excluded.
(d) In this condition, the terms "consumer' and "non-consumer" shall be construed in accordance with section 12 of the Unfair Contract Terms Act 1977.

16. Competition
In the event that any vehicle supplied hereunder is used by any person for any competitive trial or race without the prior written consent of the Company:
16.1 The customer's rights under condition 15 above shall forthwith automatically cease except only to the extent from time to time prohibited by law; and
16.2 The customer shall indemnify and keep indemnified in full the Company against all and any loss, expense, cost (howsoever incurred including legal costs), liability, damage or claim arising out of such use of the vehicle.

17. Whole Agreement
These conditions and the terms herein contained or referred to are the whole agreement between the parties.

18. Disputes and Set-off
Any liability of the Company hereunder shall be subject to and conditional upon the due performance and observance by the customer of all its obligations hereunder and the customer shall not be entitled to withhold or delay payment or exercise any right to set-off whatsoever and howsoever arising or arisen which might otherwise be available to it.

19. Force Majeure
The Company shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of its obligations hereunder arising wholly or in part by reason of any factor beyond its direct control, including without limitation shortage or raw materials, components or services, act of God, war, national emergency, laws or regulations of any country, industrial dispute, civil commotion, fire, tempest and/or flood.

20. Waiver
No failure or delay on the part of the Company to exercise any of its rights hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof. Any waiver by the Company of any breach by the customer of any of its obligations hereunder shall not affect the rights of the Company in the event of any further or additional breach or breaches.

21. Authority to drive vehicles
In connection with any inspection, repair or contemplated repair, testing, taking the vehicle to the coachbuilders or other specialists, demonstrations and/or other purposes for which the Company may take possession of a vehicle hereunder, the customer is deemed, unless express notice in writing is given to the contrary at the time the Company takes possession of the vehicle or earlier to have authorised the driving of the vehicle on the road or elsewhere.

22. Authority of employees of Company
Employees of the Company are not in any circumstances authorised to take any deposit or other sum, whether cash or otherwise, otherwise than against a formal receipt of the Company.

23. Meaning of "vehicle"
Save where the context forbids, the expression "vehicle" wherever used in these conditions means and includes car, lorry, van, trailer, caravan, invalid carriage and cycle, and as a separate unit or otherwise, engine, axle, gearbox, clutch, generator, starter, battery and each and every component of a vehicle.

24. Amendment
No alteration or qualification of these printed conditions shall be effective unless in writing, signed on behalf of the Company by a director or other duly authorised officer of the Company. No other person has any authority to alter or qualify in any way these conditions or to enter any contract for any purpose otherwise than on such conditions.

25. Manufacturer's Schedule
Unless otherwise stated in writing, all service work undertaken is carried out in accordance with the manufacturer's schedule.

26. Arbitration
If the parties are unable to agree a mutually satisfactory resolution to any dispute or difference as to the meaning or effect of these conditions or of the Company's guarantee or as to the rights or liabilities of either in party under the contract within 28 days of such dispute or difference arising then either party shall have the right to refer the dispute or difference to a single arbitrator in England to be nominated by the parties, or in default of agreement, by the President of the Society of Motor Manufacturers and Traders Limited or, default of appointment by him, by the President of the Law Society whose decision shall be final and binding and whose costs shall be borne by the parties as he may direct. This clause shall be deemed to be a submission to arbitration in accordance with the Arbitration Act 1990.

27. Assignment
This contract shall be personal to the customer and no rights arising in contract hereunder shall be assignable by the customer without the express prior written consent of the Company.

28. Notices
Any notice given hereunder shall be deemed properly given if sent by ordinary post to the address of the party for whom it is intended stated overleaf shall be deemed to have been received forty-eight hours after posting.

29. Clause Headings
The clause headings in these conditions are for convenience only and shall to in any way affect the interpretation of the Contract.

30. Governing Law and Jurisdiction
These conditions shall in all respects be governed by and construed in accordance with English Law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

31. Third Party Rights
None of these conditions shall be enforceable by any person who is not a party to it. The rights of any third party to enforce these conditions may be varied and/or extinguished by agreement between the parties without the consent of any third party.

32. Vehicle Graphics
Although the Company will assist the Purchaser in obtaining the services of a signwriter to be specified by the customer and will act as an intermediary for the payment of the requisite fee any contract for such work shall be the sole responsibilities of the respective customer and signwriter concerned, the signwriter not to be deemed a subcontractor to the Company.

33. Secondary Wholesaling
All vehicles purchased from the Company / Mercedes-Benz must be kept on fleet for a minimum holding period of 12 months from the first registration, irrespective of vehicle mileage. In the event that a vehicle has covered an excessive mileage within the 12 month holding period, you must request permission from the Company for an early de-fleet and also supply evidence of the mileage of the vehicle in question. Any vehicle having found to have been sold on to any third party outside of this agreement will be deemed to have been wholesaled and as a consequence the Company will reserve the sole right to reclaim all additional support that may have been received from the manufacturer.

34. Legal Duty
The Company is under a legal duty to supply goods that are in conformity with the contract.