Mertrux Limited Sales Terms & Conditions

1. General

(a) “The Company”: Mertrux Limited
“The Companys Premises”: Registered Office:: 12 Chequers Road, Derby, DE21 6EN, inclusive of Derby, Nottingham, and Leicester Depots and any other premises occupied by the Company from time to time. 
“The Customer”: shall mean either the person or company agreeing to purchase or placing an order or to whom the Goods are to be supplied. 
 “Manufacturer”: means Mercedes-Benz AG 
 “Concessioner”: Mercedes-Benz UK Ltd 
 “The Goods”: shall mean the vehicle, extras and accessories detailed overleaf.

(b) No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
(c) No alteration on or qualification of these terms and conditions shall be effective unless in writing signed on behalf of the Company by a Director of the Company. No other person has any authority to alter or qualify in any way the above printed conditions or to enter any contract for repair for any of the purposes set out in the preamble above on behalf of the Company otherwise than on such conditions. 

2. This order and any allowance in respect of a used motor vehicle offered by the Customer are subject to acceptance and confirmation in writing by the Company. 

3. (a) Unless otherwise agreed, delivery will take place at the Companys premises during normal working hours; 
(b) The Company will endeavour to secure delivery of the Goods by the estimated delivery date (if any). All such delivery dates are, however, approximate and the Company does not guarantee the time of delivery and shall not be liable for any damages or claims, directly or indirectly of any kind in respect of delay in delivery. (The Company shall not be obliged to fulfil orders in the sequence in which they are placed); 
(c) The risk in the Goods shall pass to the Customer on delivery; 
(d) The Company reserves the right to demand a deposit from the Customer at any time prior to the actual delivery of the Goods. Deposits are non-refundable. 
(e) The Customer shall be responsible for providing adequate insurance cover against the risk of delay in delivery if the Goods are required by a specific date 
(f) Subject to clause 4(a) if the Company shall fail to deliver the Goods within 21 days of the estimated date of delivery given, the Customer may by notice in writing to the Company require delivery of the Goods within seven days of the Customers receipt of such notice. If the Goods shall not be delivered to the Customer within the said seven days, the contract(s) shall be cancelled and any deposit returned to the Customer and thereafter no further liability shall attach to the Company. 
(g) The Customer shall be responsible for ensuring that the Goods are suitable for any intended purpose for which the Goods are purchased. 

4. If the Goods to be supplied by the Company are new, the following provisions shall have effect:

(a) This agreement and the delivery of the Goods shall be subject in addition to any terms and conditions which the Manufacturer or Concessioner may from time to time lawfully attach to the supply of the Goods or the re-sale of such Goods by the Company and the Company shall not be liable for any failure to deliver the Goods occasioned by its inability to obtain them from the Manufacturer or Concessioner or by its compliance with such terms and conditions. A copy of the Manufacturer and /or Concessioners current terms and conditions are on display and available at the Companys Premises;
(b) The Company undertakes that it will ensure that the pre-delivery works specified necessary by the Manufacturer or Concessioner are performed and that it will use its reasonable endeavours to obtain for the Customer from the Manufacturer or Concessioner the benefit of any warranty or guarantee given to the Company or to the Customer in respect of the Goods.
(c) Notwithstanding the sum for the road fund licence detailed overleaf, the sum payable by the Customer in respect thereof shall be such sum as the Company has legally had to pay or becomes legally bound to pay for a road fund licence in respect of the Goods and notwithstanding also the sum for Value Added Tax specified in the order overleaf, the sum payable by the Customer in respect thereof shall be such sum as the Company incurs or becomes legally liable for the time the taxable supply occurs;
(d) In the event of the Manufacturers or Concessioners price for the Goods to the Company being increased, the Company reserves the right to pass increases on to the Customer, notifying the Customer accordingly. The Customer shall have the right to cancel the contract within fourteen days of receipt of such notice. If the Customer does not give notice of such termination in writing the alteration in price shall become part of the contract price; 
(e) (i) In the event of the Manufacturer of the Goods described in the order ceasing to make Goods of that type or the Concessioners ability to obtain Goods of that type ceases, the Company may (whether the estimated delivery has arrived or not) by notice in writing to the customer, cancel the contract and any deposit will be returned by the Company to the Customer and thereafter no further liability shall attach to the Company;
(ii) The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements. 
(f) The Goods may be delivered by the Company in advance of the estimated delivery date upon the Company giving reasonable notice to the Customer. 
(g) Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
(h) Where the Goods are ordered by the Customer 6 months prior to the estimated delivery date, the terms of 3(f) shall not apply to this Agreement and any deposit paid by the Customer to the Company shall remain as a non-refundable deposit in the event that the Customer should cancel the contract.  

5. If the Customer shall fail to take and pay for the Goods within fourteen days of notification that the Goods have been completed for delivery, the Company shall be at liberty to treat the contract as repudiated by the Customer and thereupon the deposit shall be forfeited without prejudice to the Companys right to recover from the Customer any loss or expense which the Company may suffer or incur by reason of the Customers default.  

6. If the Customer fails to pay in cleared funds on the due date all monies owing to the Company, the Company shall be entitled to charge interest on any amount overdue 
calculated on a daily basis at four per cent over the base rate of Bank of Scotland from time to time until payment is received.  

7. (a) The total cash due as stated overleaf shall be paid in full and not subject to any deduction in price or set-off on or before delivery or only as otherwise 
agreed between the parties and detailed in writing and signed on behalf of the Company by a Director of the Company;
(b) Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the title in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds in full the total cash due in relation to the Goods and all other monies owed to the Company by the Customer for which payment is then due. A cheque given by the Customer in payment shall not be treated as a discharge until the same has been cleared. The Company shall be entitled to sue for the price of the Goods, notwithstanding that title has not passed;
(c) Until such time as the title in the Goods passes to the Customer, the Customer shall hold the Goods as agent and bailee and the Customer shall, not without the previous written consent of the Company, sell, assign, lease or otherwise part with possession of any interest in the Goods; 
(d) The Customer shall not in any event be entitled to pledge or in any way charge by way of security for any indebtedness any Goods which remain the property of the Company, but if the Customer does sell or purports to do so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable. 
(e) Until such time as the property in the Goods passes the Customer shall keep the Goods properly stored, protected, insured and identified as the Companys property. The Customer shall also cause a note of the Companys interest to be entered in the insurance policy in respect of such Goods and shall cause the insurers concerned to pay the sums falling due under such policy to be paid to the Company until the price of such Goods has been satisfied; 
(f) Until such time as the property in the Goods passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are and re-possess the Goods.  

8. Where the Company agrees to allow part of the price of the Goods to be discharged by the Customer delivering a used motor vehicle to the Company, such allowance is 
thereby agreed to be given and received and such used vehicle is hereby agreed to be delivered and accepted, as part of the sale and purchase of the Goods and upon the 
following further conditions: 
(a) (i) That such used vehicle is the absolute property of the Customer and is free from all encumbrances; or 
(ii) That if such used vehicle is the subject of a hire purchase agreement or other encumbrance capable of cash settlement by the Company 
(in which case the Customer is under a duty to disclose such hire purchase agreement or encumbrance to the Company), the allowance 
should be reduced by the amount required to be paid by the Company in settlement thereof;  
(b) That if the Company has examined the said used vehicle prior to their confirmation and acceptance of this order, the said used vehicle shall be delivered 
to them in the same condition as at the date of such examination (fair wear and tear excepted). If not delivered to the Company in the same condition, 
the Company may make a reasonable deduction (in the Companys opinion) from the allowance to cover the cost of any repairs which may be necessary;  
(c) That such used vehicle shall be delivered to the Company on or before delivery of the Goods to be supplied by him hereunder, and the property in the 
said used vehicle shall thereupon pass to the Company absolutely.  
(d) That without prejudice to (c) such used vehicle shall be delivered to the Company within fourteen days of notification to the Customer that the Goods to 
be supplied by the Company have been completed for delivery.  
(e) That if the Goods to be delivered by the Company through no default on the part of the Company shall not be delivered to the Customer within thirty 
days after the date of this order or the estimated delivery date where that is later, the allowance on the said used vehicle shall be subject to 
amendment as of the date of delivery to the Customer of the Goods, in accordance with the respective prices listed in any trade guide used by the 
Company from time to time.  
(f) In the event of the non fulfilment of any of the foregoing conditions, other than (e) the Company shall be discharged from any obligation to accept the 
said used vehicle or to make any allowance in respect thereof, and the Customer shall discharge in cash the full price of the Goods to be supplied by the 
Company.  
(g) In the event of cancellation of this Agreement for whatever cause, any agreement to take a used motor vehicle in part exchange shall also be cancelled 
unless the said motor vehicle(s) has been sold by the Company when, if the price is obtained by such sale is less than the price fixed for part exchange, 
the Customer shall pay the Company the difference in addition to any amount payable under this clause.  

9. Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing to that other party at its registered office or 
principal place of business or other such address as may at the relevant time have been notified pursuant to this provision to the party giving notice. Notices shall be 
deemed to have been received in the due course of post.  

10. The Company may terminate this contract if:  

(a) The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) 
becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction; or an encumbrancer 
takes possession or a receiver is appointed of any of the Goods, the property or assets of the Customer; or the Customer ceases or threatens to cease to 
carry on business; or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and 
notifies the Customer accordingly;  
(b) If this clause should be applicable then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel 
the contract or suspend any further deliveries under the contract without any liability to the Customer and if the Goods have been delivered but not paid 
for, the price should become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary 

11. Notwithstanding the provisions of this Agreement the Customer shall be at liberty before the expiry of seven days after notification to him that the Goods have been 
completed for delivery to arrange for a finance company to purchase the Goods from the Company at the price payable hereunder. Upon the purchase of the Goods by 
such finance company the preceding clauses of this Agreement except clause 4(b) (pre-delivery work) shall cease to have effect, but any used vehicle for which an 
allowance was thereunder agreed to be made to the Purchase shall be bought by the Company at a price equal to such allowance upon the conditions set forth in clause 7 
above (save that in (c), (d) and (e) thereof, all references thereof to “delivery” or “delivered” in relation to the Goods shall be construed as meaning delivery or delivered 
by the Company to the order of the finance company) and the Company shall be accountable to the finance company on behalf of the Customer for the said price and any 
deposit paid by him under this Agreement.  

12. Save in the case of a Customer dealing as a consumer (within the meaning of the Unfair Contract Terms 1977) all statements, conditions or warranties as to the quality of 
the Goods or their fitness for any particular purpose whether express or implied by law or otherwise are hereby expressly excluded. 

13. The Company's liability in connection with this Agreement shall be limited to the price of the Goods and in no event shall the Company be liable under or in connection 
with this Agreement for any loss of contracts, profits anticipated, savings, revenue, business or indirect or consequential loss howsoever caused; 

14. The Company shall not be liable for a delay in or failure to comply with its obligations to the extent that it is prevented, hindered or delayed from complying with them by 
any cause beyond its reasonable control including (insofar as they are beyond its reasonable control) but not limited to acts or omissions of the Customer, labour disputes, 
defaults of suppliers/sub-contractors and compliance with any law or governmental order, rule, regulation or direction. The Company shall not be required to resolve any 
industrial action contrary to sound business practice  

15. The Company may assign or subcontract any or all of its rights and/or obligations under this Agreement.  

16. If any provision or part of a provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement 
shall continue to be valid as to the other provisions of this Agreement and the remainder of the affected provision.  

17. This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.