Terms & Conditions of Sale
The operator of this Website, www.mwtractors.com, has designed your browsing experience to be as clear and straightforward as possible. These terms and conditions of sale relate to any purchases made, through either the website or directly from the Operator (Seller’s) premises. The terms of the sale contract are outlined below in order to clarify all aspects of the transaction. These terms and conditions of sale will help to avoid any potential misunderstandings and yet also inform Customers of their statutory rights, where relevant.
Customers are therefore required to read through these terms and conditions carefully before ordering goods from this Website or from the Seller’s premises. Customers should also print a copy for future reference. By using this Website, Customers agree to be bound by these terms and conditions of sale. The Website is operated by M W Tractors. Their VAT Registration Number is 168521550 and their trading address is:
Lancaster Road, Carnaby Industrial Estate,
Bridlington, East Yorkshire, YO15 3QY, United Kingdom.
Tel: +44 (0)1262 679639
2.1 “Seller” shall mean M W Tractors, its successors and assigns or any person acting on behalf of and with the authority of M W Tractors.
2.2 “Customer” shall mean the person or entity described as such on the invoice, application for credit, quotation or any other forms to which these terms and conditions apply, and shall include any person acting on behalf of and with the authority of such person or entity. The seller trades in used commercial vehicles, used commercial vehicle spare parts and used plant machinery and equipment. Accordingly, all customers are presumed to represent business customers or commercial entities.
2.3 “UK Customer” shall have the same meaning as described in 2.2 except that the Customer will be based or reside in the UK and will have purchased Goods for delivery to a UK address. Wholesale Customers are excluded from this definition even if they are based in the UK.
2.4 “Wholesale Customer” shall have the same meaning as described in clause 2.2 except that they trade within the same industry sector as the Seller or offer the same Goods as the Seller as per clause 2.5 or, at the sole discretion of the Seller, be classified as a Wholesale Customer by the Seller. For the avoidance of doubt, a Wholesale Customer is excluded from the Seller’s Return Policy.
2.5 “Goods” shall mean Goods supplied by the Seller to the Customer (and where the context so permits shall include any incidental supply of Services as hereinafter defined) and are as described on the invoice, quotation form or any other forms as provided by the Seller to the Customer. Such goods include used commercial vehicles, used commercial vehicle “Engines” & spare parts and used plant machinery & equipment.
2.6 “Engines” shall be defined as an assembly of the following component parts: crankcase, engine block, pistons, cylinder head, valves and rocker cover. Engines may or may not be sold with Ancillary Engine Parts.
2.7 “Ancillary Engine Parts” shall mean the parts attached to the “Engine” to include but not limited to alternator, water pump, starter motor, turbo, intercooler, oil pump/cooler etc. Such parts are excluded from any Return as set out in Section 13.
2.8 “Services” shall mean all services supplied by the Seller to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
2.9 “Website” shall mean www.mwtractors.com and any subsequent domain URL that may replace it. The Website represents a means of viewing Goods available for sale.
2.10 “Price” shall mean the cost of the Goods as agreed between the Seller and the Customer subject to clause 7 of this contract.
3. Incoterms Definitions
3.1 These terms and conditions include reference to International Chamber of Commerce’s rules for transport set out within Incoterms 2010 (ICC Publication No. 715E). Incoterms used by the Seller are limited to:
(a)EXW (Ex-Works) means, in the context of these terms and conditions, that the Seller effects delivery when the Goods are placed at the disposal of the Customer at the Seller’s premises. The Seller is not obligated to load the Goods on any collecting vehicle unless by prior arrangement and any loading is at the Customer’s risk and expense; and
(b)CFR (Cost and Freight) means that the Seller delivers the Goods on board the vessel when shipping Goods to the overseas Customers. The Customer assumes responsibility for risk of loss once the goods are loaded at the specified UK port of shipment; and
(c)CIF (Cost, Insurance and Freight) again means that the Seller delivers the Goods on board the vessel as per CFR (above) and also the risk of loss and damage occurs when the Goods are on the vessel. However, with CIF the Seller is responsible for arranging insurance cover against the Customer’s risk of loss or damage to the Goods during the carriage to the named port of destination; and
(d)FOB (Free on Board) means that the Seller delivers the goods on board the vessel nominated by the Customer at the named port of shipment or procures the goods already so delivered. The risk of loss of or damage to the goods passes when the goods are on board the vessel, and the Customer bears all costs from that moment onwards.
3.2 Where there is any dissonance or conflict between the specific meaning of any provisions in the Incoterms and these terms and conditions then the latter will prevail.
4. Application of these terms and conditions to consumers
4.1 Where the Customer buys Goods as a private individual or consumer these terms and conditions (in particular clauses relating to Risk, Disclaimer, Defects, Returns, Warranty, Cancellation and Limitation of Liability) shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.
4.2 Private Customers warrant that they will inform the Seller that they are private individuals or consumers otherwise, they will be assumed to be business Customers.
5. Ordering Goods
5.1 Customers can determine the Goods that are available from the Seller through the following means:
(a)the Website; or
(b)by calling the Seller’s premises by phone; or
(c)by e-mailing the Seller email@example.com; or
(d)by visiting the Seller’s premises.
5.2 In the case of clause 5.1 (a) to 5.1 (c), Customers are requested to note the ‘MWT’ reference number for each item that they would like to purchase and then call the premises direct or e-mail firstname.lastname@example.org for pricing and delivery information.
5.3 The Customer agrees to advise the Seller in writing of any special, legal, administrative or regulatory requirements applying in the destination country.
5.4 The Seller will endeavour to confirm any quotations and/or any order details in writing via e-mail.
For confirmed orders, the Seller will then send the Customer an e-mail containing the details of the Customer’s order. Customers are requested to print out any order confirmation received from the Seller.
5.5 The Customer agrees that, in the following instances, the Seller may not be able to accept the order when:
i) the Seller is unable to secure authorisation for payment; and/or
ii) the Goods selected are not available; and/or
iii) there has been an inadvertent pricing or product description error on the Website.
5.6 The Seller will inform the Customer by e-mail if the Customer’s order cannot be accepted.
5.7 The Customer’s order represents an offer to the Seller to purchase Goods. The Seller’s acceptance of the order takes place only when the Seller has despatched the Goods to the Customer.
5.8 The purchase contract will be made when the ordered Goods are despatched and/or exported to the Customer and not before, even if the Customer’s payment has been processed immediately. The Seller will not despatch Goods if the Seller informs the Customer in writing that the order cannot be accepted or if the Customer cancels the order prior to despatch.
5.9 The Seller will send confirmation of despatch by e-mail.
6.1 Any instructions received by the Seller from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
6.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
6.3 No variation to these terms and conditions shall be binding unless agreed beforehand in writing between the Seller and Customer.
6.4 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Seller.
6.5 The Customer undertakes to give the Seller at least fourteen (14) days notice of any change in the Customer’s name, address and/or any other change in the Customer’s details. Changes in address cannot be accepted 10 days prior to delivery or during delivery or during shipment or during transportation of the Goods to the Customer.
7.1 At the Seller’s sole discretion the Price shall be either:
(a)as indicated either on invoices or on pro-forma invoices provided by the Seller to the Customer in respect of Goods supplied; or
(b)the Seller’s quoted Price (subject to clauses 77.32 & 7.3) which shall be binding upon the Seller provided that the Customer shall accept the Seller’s quotation in writing within fourteen (14) days.
7.2 The Seller reserves the right, by giving written notice to the Customer at any time before delivery, to increase the Price of the Goods to reflect any increase in the costs to the Seller due to any factor beyond the control of the Seller including, but not limited to):
(a)any foreign currency exchange rate fluctuation; or
(b)alteration of currency regulations or duties; or
(c)any change in delivery dates; or
(d)changes in the specifications or quantities for the Goods requested by the Customer; or
(e)any delay cause by new instructions from the Customer; or
(f)failure by the Customer to give the Seller adequate information or instructions.
7.4 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.
7.5 When the Price of the Goods is below £5000, immediate payment shall be due at the time of purchase and before delivery of the Goods.
7.6 For all Goods priced £5000 and above, a deposit of 25% will be required upon placing the order. The balance of 75% of the Price shall be due within 7 days (from date of invoice) and shall be paid prior to the delivery and/or loading of the goods.
7.7 All deposits paid on cancelled orders, or where payment for the balance is overdue, is non-refundable unless otherwise agreed in writing between the parties.
7.8 Payment will be made by cash, or by cheque, or by debit card, or by direct credit, or by credit card subject to a credit card processing fee of 1.5%, or by any other method as agreed to between the Customer and the Seller.
7.9 VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
7.10 The Customer shall be responsible for paying any import duties applicable where Goods are delivered overseas.
8. Delivery Of Goods
8.1 Delivery of the Goods shall be made to the Customer and risk in the Goods will pass to the Customer in accordance with Incoterms. Otherwise, at the Seller’s sole discretion, delivery of the Goods shall take place when:
(a)the Customer takes possession of the Goods at the Seller’s address Ex Works (EXW); or
(b)the Customer takes possession of the Goods at the Customer’s address in the UK or other UK address nominated by the Customer (in the event that the Goods are delivered by the Seller or the Seller’s nominated carrier); or
(c)the Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent Ex Works (EXW); or
(d)the Customer takes possession of the Goods on board the vessel once loaded at the UK port of shipment (CFR or CIF); or
(e)the Customer takes possession of the Goods when the Seller delivers the Goods by placing them on board the vessel nominated by the buyer at the loading point, if any, indicated by the buyer at the named port of shipment (FOB); or
(f)the Customer takes possession of the Goods at the Customer’s overseas delivery address (door-to-key service)
8.2 At the Seller’s sole discretion the costs of delivery are:
(a)included in the Price; or
(b)at the Customer’s expense if Goods are delivered Ex-Works (EXW).
8.3 Port surcharges and other extraneous or incidental charges are not included in the Price and shall be for the Customer’s account. Similarly, import duties or other taxes necessary to effect Delivery of the Goods shall be for the Customer’s account and if such duties and taxes are paid by the Seller, these costs shall be reimbursed by the Customer within fourteen (14) days.
8.4 Demurrage charges may be incurred where loading or unloading of the Goods onto or from containers at the Seller’s premises takes longer than the allowed time. Where such delays are incurred by the Customer’s involvement in the loading or unloading process or incurred at the Customer’s behest or where the Goods require greater time to be loaded or unloaded due to their nature or size, any demurrage charges incurred will be for the Customer’s account and payable within fourteen (14) days. Charges vary but are usually £60 per hour.
8.5 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Seller shall be entitled to charge reasonable fees for redelivery if appropriate.
8.6 If the Customer fails to take delivery of the Goods when they are tendered for delivery and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered, the Seller shall be entitled to arrange for the storage for the Goods at the Customer’s expense. In such case, notwithstanding clause 8.1, delivery shall be deemed to have taken place and the Customer shall pay to the Seller all costs and expenses including storage and insurance costs arising from the Customer’s failure to take delivery.
8.7 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
8.8 The Seller shall endeavour to abide by the shipping instructions of the Customer. However, the Seller reserves the right to make part shipments and to ship by vessels selected by the Seller from any port in the UK or elsewhere.
8.9 The Seller may deliver the Goods by separate instalments.
8.10 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
(a)the Price shall be adjusted pro rata to the discrepancy; and
(b)a credit note issued by the Seller if the discrepancy is in the Seller’s favour.
8.11 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
8.12 The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all. Any quoted delivery dates are approximate only and time for delivery shall not be of the essence.
9.1 Where Goods are being delivered within the UK, the Seller and its nominated carrier is responsible for the insurance cover to the level of the Price of the Goods. The Customer assumes responsibility and risk from the moment the Goods arrive at the Customer’s delivery address. The Customer warrants that the Customer is responsible for any risk of loss or damage during any unloading at the delivery address even if such procedure is undertaken by the Seller’s nominated carrier.
9.2 Goods sold Ex-Works are not insured from the moment that the Customer takes delivery of the Goods at the Seller’s premises. Any loading on board a collecting vehicle provided by the Customer is at the Customer’s sole risk even if the loading is performed by the Seller at the request of the Customer.
9.3 Goods sold CIF (Cost, Insurance & Freight) will be insured from the time the Goods leave the Seller’s premises and during the course of transit and until delivery of the Goods to the Customer’s nominated port of destination.
9.4 Goods sold CFR (Cost & Freight) and FOB (Free On Board) will be insured from the time the Goods leave the Seller’s premises and end as soon as the Goods have been loaded on board the vessel at the UK port of shipment. The Seller’s liability ends once the Goods have been loaded on board the vessel.
10.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
11.1 It is the intention of the Seller and agreed by the Customer that ownership of the Goods shall not pass until:
(a)the Customer has paid all amounts owing for the particular Goods; and
(b)the Customer has met all other obligations due by the Customer to the Seller in respect of all contracts between the Seller and the Customer.
11.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Seller’s ownership or rights in respect of the Goods shall continue.
11.3 It is further agreed that:
(a)where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the Customer are met; and
(b)until such time as ownership of the Goods shall pass from the Seller to the Customer the Seller may give notice in writing to the Customer to return the Goods or any of them to the Seller. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(c)the Seller shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d)if the Customer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and
(e)the Customer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for the Seller; and
(f)the Customer shall not deal with the money of the Seller in any way which may be adverse to the Seller; and
(g)the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller; and
(h)the Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
(i)until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that the Seller will be the owner of the end products.
12.1 UK Customers (see clause 2.3) of Goods destined for UK delivery only shall inspect the Goods on delivery and shall within seven (7) days notify the Seller in writing (by e-mail) of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The UK Customer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the UK Customer believes the Goods are defective in any way. If the UK Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing that the UK Customer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) offering a suitable replacement of the Goods or repairing the Goods.
12.2 No Goods shall be accepted for return except in accordance with 12.1 above.
12.3 Ancillary Engine Parts will not be accepted for return nor will they be accepted as a reason to return malfunctioning Engines or Goods. See definitions clauses 2.6 and 2.7.
12.4 No Goods shall be accepted for return from Wholesale Customers, even if based in the UK.
12.5 No Goods shall be accepted for return where Goods have been loaded and/or in the course of being shipped to another country.
13.1 Returns will only be accepted provided that:
(a)the Customer has complied in full with the provisions of clause section 12; and
(b)The Customer is not a Wholesale Customer as defined in clause 2.4; and
(c)the Seller has agreed in writing to accept the return of the Goods; and
(d)the Goods are returned at the Customer’s cost within seven (7) days of the Customer’s written notification of defect; and
(e)the Seller will not be liable for Goods which have not been stored or used in a proper manner; and
(f)the Goods are returned in the same condition in which they were delivered; and
(g)the Goods are returned without modification, without damage, without missing parts or components and without replaced parts or components.
13.2 The Seller will not accept the return of Ancillary Engine Parts nor will the Seller accept the return of Engines based on perceived faults in the Engine’s Ancillary Engine Parts.
13.3 The Seller may at its sole discretion accept the return of non-defective Goods for credit or refund but this may incur a re-stocking fee of 25% of the value of the returned Goods. Any return delivery charges for returns accepted under clauses 13.1 and this clause 13.3 will be at the Customer’s expense.
13.4 Any valid refunds agreed at the Seller’s sole discretion will be made within 28 calendar days of the return delivery date subject to clauses 13.1 & 13.2 provisions being met in full.
14.1 The Seller is a provider of second hand Goods. Accordingly, all Customers or their agents are invited to inspect the Goods at the Seller’s premises before purchase. In view of this invitation, the Customer acknowledges that there has been full opportunity to inspect the Goods and that he accepts the same with all faults and that no warranty is given by the Seller as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Seller shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising after delivery has been made.
14.2 For the sake of clarity and to the extent permitted by statute, no warranty is given by the Seller as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded.
15. Sale of Goods Act 1979 and Supply of Goods and Services Act 1982
15.1 For UK customers, this agreement is subject to the provisions of the Sale of Goods Act 1979 and the Supply of Goods and ServicesAct 1982 (or any replacement or re-enactment thereof) in all cases except where the Customer is contracting within the terms of a trade/business (which cases are specifically excluded).
15.2 Notwithstanding clause 15.1 nothing in this agreement is intended to have the effect of contracting out of any applicable provisions the Sale of Goods Act 1979 and the Supply of Goods and ServicesAct 1982 or any laws or legislation governing the rights of consumers, except to the extent permitted by those Acts, laws or legislation.
16. Default & Consequences of Default
16.1 Administration charges on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate equivalent to 2.5% per calendar month and such charges shall compound monthly at such rate after as well as before any judgment.
16.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
16.3 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller exercised its rights under this clause.
16.4 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that:
(a)any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to meet its payments as they fall due; or
(b)the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c)a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
17. Security And Charge
(a)where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
(b)should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.
(c)The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or the Seller’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 17.1.
18.1 The Seller may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall repay to the Customer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
18.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.
18.3 Further to clause 18.2, if the Customer has paid a 25% deposit then this will amount will be retained by the Seller upon the cancellation by the Customer.
18.4 Where the individual sale transaction is less than £5000 in value and where the full amount has been paid up front, the cancellation losses referred to in clause 18.2 will be limited to 25% of the Price.
19. Data Protection Act 1998
(a)collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and
(b)to disclose information about the Customer, whether collected by the Seller from the Customer directly or obtained by the Seller from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a default by the Customer on publicly accessible credit reporting databases.
19.2 The Seller may also use information about the Customer to monitor and analyse its business. In this connection the Customer authorises the Seller to disclose personal information to agents or third parties engaged by the Seller.
19.3 The Customer consents to the transfer of information outside of the European Economic Area for the purposes listed above.
19.4 Where the Customer is an individual the authorities under (clause 19.1) are authorities or consents for the purposes of the Data Protection Act 1998.
19.5 The Customer shall have the right to request the Seller for a copy of the information about the Customer retained by the Seller and the right to request the Seller to correct any incorrect information about the Customer held by the Seller.
20. Limitation of Liability
20.1 The Seller shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit or goodwill) suffered by the Customer or any third party arising out of a breach by the Seller of these terms and conditions.
20.2 The Seller will accept no liability for any indirect loss of revenue and/or expense incurred by the Customer due to faults with external equipment such as batteries. The Seller will act in good faith so that the Customer avoids experiencing such faults immediately following delivery in order to preserve the reputation of the Seller.
20.3 The Seller shall accept no liability whatsoever for any loss or damage sustained to the Goods once delivery has occurred or by loading or unloading of the Goods by individuals or entities which are not employed by the Seller.
20.4 In the event of any breach of this contract by the Seller the remedies of the Customer shall be limited to damages and the Seller’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods, or for any breach of these terms and conditions, or of any duty owed to the Customer in connection with them shall be limited to the amount of the Price.
20.5 For the avoidance of doubt, nothing in these terms and conditions shall exclude or restrict the Seller's liability to any person for death or personal injury to that person resulting from the Seller's negligence.
21. Unpaid Seller’s Rights
21.1 Where the Customer has left any item with the Seller for repair, modification, exchange or for the Seller to perform any other Service in relation to the item and the Seller has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Seller shall have:
(a)a lien on the item; and
(b)the right to retain the item for the Price while the Seller is in possession of the item; and
(c)the right to apply reasonable storage fees if the Customer has not reclaimed the Goods after a period of thirty (30) days has elapsed; and
(d)a right to sell the item if the Goods have not been reclaimed after a period of ninety (90) days has elapsed.
21.2 The lien of the Seller shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.
22. Customer’s Disclaimer
22.1 The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Customer by the Seller and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.
23.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
23.2 The Uniform Laws on the International Sale of Goods (ULISG) conceived at the 1980 United Nations Convention shall not apply unless agreed in writing by both the Seller and the Customer in writing.
23.3 Any entity or legal person other than the Seller or the Customer shall have no rights to this contract under the Contracts (Rights of Third Parties) Act 1999.
23.4 The Customer shall not be entitled to assign the contract or any part of it without prior written consent of the Seller.
23.5 These terms and conditions and any contract to which they apply shall be governed by the laws of England and Wales and are subject to the jurisdiction of the courts of Hull.
23.6 The Customer shall be responsible for complying with any regulations or legislation governing the importing of Goods in the country to which the Goods are destined.
23.7 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Seller.
23.8 The Seller may license or sub-contract or assign all or any part of its rights and obligations without the Customer’s consent.
23.9 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Seller notifies the Customer of such change.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either
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