Terms & Conditions

CONDITIONS OF  SALE  - Agreed Terms:
 

1.    Definitions:
The following terms as used herein shall have meaning as stated:
"Balancing Payment" means the third of three stage payments to be made to the Company following the Commencement Date as detailed in Schedule 1;
"Chassis Price" means the fee to be paid to the Company (as detailed in Schedule 1) for the Chassis in any instance where the Company has agreed to supply the Chassis in its acceptance of order issued pursuant to Condition 3.1;
"Build Slot Deposit" means the fee to be paid to the Company to reserve build time in the  Company’s build schedule as detailed in Schedule 1;
"Chassis" means the motor vehicle upon which the Goods are to be built as described in Schedule 1;
"Conditions" shall mean these Conditions of Sale;
"Commencement Date" means the date on which the Goods will begin to be built as specified in Schedule 1;
"Company" means Equicruiser Limited;
"Customer" means any person, firm, company or other organization (whose identity is specified in Schedule 1) who is the addressee of the Company's quotation or acceptance of order issued by the Company;
"Goods" means the goods or services which are the subject of any acceptance of order as described in Schedule 1;
"Initial Interim Payment" means the first of three stage payments to be made to the Company following the Commencement Date as detailed in Schedule 1;
"Intellectual Property Rights" means any design rights, utility models, patents, inventions,  logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
"Subsequent Interim Payment" means the second of three stage payments to be made to the Company following the Commencement Date as detailed in Schedule 1.
 

2.    Application of Conditions:
2.1    All quotations are made and all orders are accepted by the Company subject only to these Conditions of Sale, which shall prevail notwithstanding any other terms and conditions which the Customer shall bring to the Company's notice.
2.2    Any Schedule forms part of these Conditions and shall have effect as if set out in the full body of these Conditions and any reference to these Conditions includes any such Schedule.
 

3.    Contract Formation:
3.1 The placing of an order following any quotation or other indication of price and delivery shall not be binding on the Company unless and until accepted by the Company in writing. The Company’s acceptance of order issued pursuant to this Condition 3.1 will include a proposed specification of Goods and a Commencement Date. If the Customer wishes to request any change to the proposed specification of Goods, the Customer must notify the Company at least 5 days before the Commencement Date and any change so requested will not be effected unless first confirmed in writing by the Company in advance of the Commencement Date.
3.2 The Company will only accept a Customer’s offer of an existing vehicle in part exchange for the Goods, if this is expressly indicated in the Company’s acceptance of order issued pursuant to Condition 3.1 above; without limitation, any vehicle offered in part exchange for the Goods shall in all respects accord with the description of said vehicle which shall have been furnished to the Company by the Customer and shall not contain any defects other than those which shall have been notified to the Company by the Customer, the part exchange vehicle being offered by the customer shall be  free of any encumbrances , in each case with the Customer’s order.
 

4.  Price:
4.1 Prices for the Goods, howsoever given, are based on conditions ruling on the date of their giving and are subject to change. The effective price for any Goods supplied under a contract between the Company and Customer arising from the acceptance by the Company of the Customer's order in writing shall be that price confirmed by the Company in its notification of acceptance of such order. The provisions of any quotation shall remain firm for thirty (30) days, from the date hereof, unless otherwise stated, and thereafter shall be subject to confirmation.
4.2 Without limiting the generality of Condition 4.1 above, the Customer shall pay to the Company any additional sums which, in the Company’s sole discretion, are required as a result of the Customer’s inadequate or incomplete instructions or lack of instructions or any other cause attributable to the Customer directly or indirectly.
4.3 Any adjustment or variation made in accordance with Conditions 4.1 or 4.2 above may be invoiced to the Customer as soon as the amount of any such adjustment and/or variation has been ascertained and shall be payable by the Customer forthwith on receipt by it of a notice from the Company outlining the amount of the adjustment or variation, as the case may be.
4.4 All prices are exclusive of value added tax which shall be payable by the Customer to the Company at the rate ruling at the applicable tax point.
 

5. Delivery:
5.1 Whilst the Company will use its best endeavours to deliver the Goods in accordance with the Customer's requirements, the Company will not be liable for any consequences of late delivery howsoever caused.
5.2 The Company may make partial delivery of any order or deliver any order by instalments and these Conditions of Sale shall apply to each. Each delivery shall be deemed to be a separate contract.
5.3 Delivery of the Goods shall be made by the Customer collecting the Goods at the Company's premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place. Where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Customer shall be liable to pay the Company's charges for road mileage and the Customer acknowledges that, due to prevailing road/weather conditions, the Goods may require cleaning upon delivery, at the Customer’s sole cost.
5.4 Regardless of the mode of delivery pursuant to Condition 5.3, the Customer acknowledges that due to the handcrafted and bespoke nature of the Goods, there will be some dust and debris which will accumulate on the Goods, the removal of which shall be the Customer’s sole responsibility.
 

6. Acceptance:
Acceptance of the Goods by the Customer shall be deemed to have occurred conclusively five (5) days after receipt of the Goods by the Customer, unless the Customer shall give written notice of rejection prior to expiry of the said period.
 

7. Payment:
7.1 Unless otherwise agreed in writing in advance by the Company, the price for the Goods shall be paid by the Customer to the Company, as follows:
(a)    The Build Slot Deposit shall be payable when the Customer receives the Company’s written acceptance of order; and
(b)    The Chassis Price shall be payable, where applicable, within 5 days of receipt of the Company’s written acceptance of order; and
(c)    The Initial Interim Payment shall be payable within 5 days following the Commencement Date; and
(d)    The Subsequent Interim Payment shall be payable within 10 days of the due date for payment of the Interim Initial Payment; and
(e)    The Balancing Payment shall be payable upon delivery of the Goods to the Customer pursuant to Condition 5, at which time the Customer shall also pay the Company a road fund licence fee and a first registration fee.
7.2 Time for payment shall be of the essence.
7.3 Failure by the Customer to make any payment by its due date shall entitle the Company to: a) at its option, to charge interest at the rate of four percent (4%) per annum above National Westminster Bank’s base lending rate from time to time calculated on a daily basis, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); b) to charge the Customer with any costs incurred by the Company in the course of collecting outstanding monies due to the Company from the Customer; c) suspend any warranty for the goods or any other goods supplied by the Company to the Customer, whether or not they have been paid for; and d) set off any amount owed by the Company to the Customer against any amount owed by the Customer to the Company on any account whatsoever. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7.4 No payment shall be deemed to have been received until the Company has received cleared funds. In the event that the Customer tenders payment by cheque and said cheque is returned unpaid to the Company, the Customer shall reimburse the Company for any bank charges incurred by the Company.
7.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
7.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

8. Intellectual Property Rights:
The Customer acknowledges the Company’s ownership of any Intellectual Property Rights in any Goods provided to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. Without limitation, the Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that, without limitation, any and all Intellectual Property Rights developed by the Company in providing the Goods to the Customer shall become vested and shall vest in the Company absolutely.
 

9. Warranties:
9.1 The Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these Conditions):
(a)    on delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b)    if the Customer has made it expressly known to the Company in the Customer’s order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in its acceptance of order issued pursuant to Condition 3.1 that it will supply Goods suitable for that purpose, then the Goods shall, on delivery, be reasonably fit for the purpose so stated; and
(c)    Certain products sold by the Company shall be free from any defects in material and workmanship, subject to the terms of any Limited Guarantee issued by the Company and only for the duration of the warranty period stipulated in said Limited Guarantee; and
(d)    any services will be performed with reasonable skill and care.
9.3 The Company shall not be liable for a breach of any of the warranties in Condition 9.2  unless:
(a)    the Customer gives written notice of the defect to the Company within 5 days of receipt of the Goods by the Customer; and
(b)    the Company is given a reasonable opportunity after receiving the notice, of examining any Goods which the Customer has alleged to be defective and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there. For the avoidance of doubt, the Customer shall ensure that no property of the Customer or any third party property remains in any vehicle returned to the Company pursuant to this Condition 9.3 (b) as the Company shall not be liable for any loss or damage to any such property.
9.4 The Company shall not be liable for a breach of any of the warranties in Condition 9.2 if:
(a)    the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect; or
(b)    the Customer alters or repairs the Goods without the prior written consent of the Company; or
(c)    the defect arises because the Customer failed to follow any oral or written instructions as to the use or maintenance of the Goods or (if there are none) good trade practice; or
(d)    the defect arises from any specification supplied by the Customer, or from fair wear and tear, wilful damage, negligence, or from any misuse of the Goods; or
(e)    the full price for the Goods has not been paid by the time for payment stipulated in Condition 7.1; or
(f)    the defect is of a type specifically excluded by the Company by notice in writing.
9.5 Subject to Condition 9.3 and Condition 9.4, if any of the Goods do not conform with any of the warranties in Condition 9.2:
(a)    the Company shall at its option repair or replace (but shall not, without limitation, install or re-install) any such Goods (or the defective part), or shall issue a credit note to the value of the defective Goods provided that, if the Company so requests, the Customer shall, at the Company's expense, return the Goods or the part of such Goods which are defective to the Company. The Company shall, if it opts to replace the defective Goods, then deliver replacement Goods to the Customer at the Customer’s premises (at the Company’s expense), and ownership of the defective Goods shall, if it has vested in the Customer, re-vest in the Company; and
(b)    the Company shall re-perform any services which are proved to the reasonable satisfaction of the Company not to have been performed with reasonable skill and care, or at the Company’s option, shall issue a credit note to the value of the services.
9.6 If the Company complies with Condition 9.5 it shall have no further liability for a breach of any of the warranties in Condition 9.2.
 

10. Limitation of Liability:
10.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a)    any breach of these Conditions;
(b)    any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
(c)       any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982 ) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Company: 
(a)    for death or personal injury caused by the Company's negligence; or
(b)    under section 2(3), Consumer Protection Act 1987; or
(c)    for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d)    for fraud or fraudulent misrepresentation.
10.4 Subject to Condition 10.2 and Condition 10.3:
(a)    the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price; and
(b)    the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract.

11. Changes:
The Company reserves the right without prior approval from or notice to the Customer to make changes to the Goods which do not affect physical or functional interchangeability or performances or are required for purposes of safety or to meet the Goods' specification.
 

12. Property and Risk:
12.1 Risk of damage to or loss of the Goods shall pass to the Customer:
(a) in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are available for collection; or

(b) in the case of Goods to be delivered otherwise than at the Company's premises, 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.
12.2 Notwithstanding delivery of and the passing of risk in the Goods and notwithstanding any other provisions of these Conditions, the Company reserves the right of disposal of each item of the goods, and the property therein shall not pass to the Customer, until the Company has received in cash or cleared funds payment in full for such items and all other Goods supplied by the Company to the Customer and default interest and all other monies on any account whatsoever owed by the Customer to the Company.
12.3 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or otherwise located, but in any event, and without limitation, hereby undertakes to secure access at any time to any such premises for the Company, its agents and employees in order to inspect the Goods, or, where the Customer's right to possession has terminated, to recover them.
 

13. Indemnity:
The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from any act or omission of or on behalf of the Customer, or from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.
 

14. Termination:
If at any time the Customer shall commit a breach of any obligation arising hereunder, or default in making any payment by the due date, or become insolvent, be subject to a petition in bankruptcy filed by or against him or be placed under the control of a receiver, liquidator or committee of creditors, then the Company may, if it so elects, terminate any contract then subsisting by written notice. The Customer shall have thirty (30) days to correct the default (if the default is capable of remedy), failing which termination shall take effect at the end of the thirty (30) day period. No forbearance or indulgence granted by the Company to the Customer shall in any way limit the rights of the Company under these Conditions of Sale.
 

15. Law:
These Conditions of Sale shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in force and effect in all other circumstances. If any provision is declared entirely void and unenforceable by a court of competent jurisdiction all other provisions in these Conditions of Sale shall remain in full force and effect.

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