M W TRACTORS | M W ENGINES | M W OIL
(VAT Number: 168521550)
Trading Address and Contact Details:
Lancaster Road, Carnaby Industrial Estate,
Bridlington, East Yorkshire, YO15 3QY, United Kingdom.
Tel: +44 (0)1262 679639
Email: sales@mwtractors.com
Website: www.mwtractors.com
Email: sales@mwoil.com
Website: www.mwoil.com
These Terms & Conditions of Sale (collectively referred to as ‘Terms and Conditions’) apply to all offers, quotations, orders and contracts with M W TRACTORS | M W ENGINES | M W OIL to the exclusion of any other terms that any other party including the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1 Definitions and Interpretation
1.1 Supplier: M W TRACTORS | M W ENGINES | M W OIL, its successors, assignees, permitted assigns, authorised agents or any person acting on behalf of, with the authority of, M W TRACTORS | M W ENGINES | M W OIL.
1.2 Premises: Lancaster Road, Carnaby Industrial Estate, Bridlington, YO15 3QY, UK or, alternatively, any other location or premises identified by the Supplier.
1.3 Contract: the Contract between the Supplier and the Customer for the sale and purchase of the Goods and services in accordance with these Terms and Conditions.
1.4 Customer: a Business Customer, UK Customer, Consumer, Wholesale Customer or Agent unless separately identified in a clause in the Contract.
1.5 Business Customer: a person who Orders Goods from the Supplier, acting for purposes wholly or mainly within that person’s trade, business, craft or profession, including their personal representatives, successors, assignees, permitted assigns, agents, and any person acting on behalf of and/or with the authority of the Customer.
1.6 UK Customer: shall have the same meaning as described in 1.5 except the Customer will be domiciled and/or carry on a business in the UK and will have ordered Goods for delivery to a UK address. Wholesale Customers are excluded from this definition even if they are domiciled and/or carry on a business in the UK.
1.7 Consumer: a Customer acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.
1.8 Wholesale Customer: shall have the same meaning as described in clause 1.5 except they offer the same Goods as the Supplier or, alternatively, at the sole discretion of the Supplier, are classified as a Wholesale Customer by the Supplier. A Wholesale Customer is excluded from the Supplier’s Return Policy.
1.9 Agent: a party who is domiciled and/or carries on a business in the UK who orders Goods for delivery to either a UK or non-UK address on behalf of another.
1.10 Goods: Goods sold and supplied by the Supplier to the Customer which may include, but are not limited to, used commercial vehicles, used commercial vehicle Engines including spare parts and used plant machinery and equipment.
1.11 Engines: 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.
1.12 Ancillary Engine Parts: parts attached to the Engine to include but not limited to the alternator, water pump, starter motor, turbo, intercooler, oil pump/cooler etc. Ancillary Engine Parts are excluded from the Supplier’s Return Policy.
1.13 Services: services supplied by the Supplier to the Customer including but not limited to dismantling, loading, unloading, storage and any advice or recommendations
1.14 Service Exchange: applicable to the UK market only, where the Customer supplies Exchanged Goods that they own both legally and beneficially as part payment for Goods purchased from the Supplier.
1.15 Exchanged Goods: the goods the Customer sends to the Supplier under the Service Exchange.
1.16 Export Deposit: a sum of equivalent to 20% of the Price added to the Price of the Goods.
1.17 Website(s): shall mean www.mwtractors.com or www.mwoil.com and any subsequent domain URL that may replace them.
1.18 Order: the Customer’s Order for the Goods, as set out in the Customer’s Order.
1.19 Price: the Price of the Goods, not including VAT, as agreed between the Supplier and the Customer although VAT may be charged as appropriate.
1.20 Specification: any Specification for the Goods that is agreed by the Supplier.
1.21 Force Majeure Event: an event, circumstances or cause beyond the Supplier or Customer’s reasonable control.
1.22 Person: a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.23 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
1.24 Unless the context otherwise requires, a word in the singular shall include plural and vice versa.
1.25 A reference to a statute of statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision.
1.26 Any word following the terms including, include, in particular, for example, not limited to or any similar expressions shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those words.
2 Incoterm Definitions
2.1 Incoterm definitions 2020 (ICC Publication No. 723E):
(a) EXW (Ex-Works): the Supplier delivers the Goods when they are placed at the disposal of the Customer at the Supplier’s Premises.
(b) CFR (Cost and Freight): the Supplier arranges for the carriage of Goods by sea to the port of destination.
(c) CIF (Cost, Insurance, and Freight): as per CFR above however the Supplier arranges insurance cover against the Customer’s risk of loss and/or damage to the Goods during carriage.
(d) FOB (Free on Board): the Supplier arranges delivery of the Goods to the nominated port of shipment.
2.2 The Incoterms 2020 (ICC Publication No. 723E) shall not apply to the Contract between the Supplier and the Customer unless otherwise agreed.
3 Basis of Contract
3.1 The Supplier trades in used commercial vehicles, used commercial vehicle spare parts and used plant machinery and equipment. Accordingly, unless otherwise informed by the Customer, all Customers are deemed to contract with the Supplier in the course of a business, trade, craft or profession.
3.2 These Terms and Conditions apply to all contracts between the Supplier and Customer to the exclusion of any other terms and conditions that any other party, including the Customer, seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3.3 The Customer waives any right it might otherwise have to rely on any terms and conditions endorsed upon, delivered or contained in any documents of the Customer that is inconsistent with these Terms and Conditions.
3.4 In the case of a Customer who is a Consumer these Terms and Conditions shall apply in their entirety save where they are inconsistent with the Consumer’s statutory rights conferred by the laws of England and Wales, in which case the Consumer’s statutory rights shall prevail. Where any Term or Condition is inconsistent with the Consumer’s statutory rights, all other Terms and Conditions shall continue to be effective.
4 Ordering Goods
4.1 An Order constitutes an offer by the Customer to purchase Goods in accordance with these Terms and Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specifications are complete and accurate. The Customer alone is responsible for ensuring the Goods are compatible with the intended use and the Supplier shall not be liable if the Customer has ordered Goods that are incompatible.
4.2 An Order shall only be deemed to be accepted when the Supplier issues a written confirmation of the Order, which may be by way of an invoice, at which point a binding Contract shall come into existence.
4.3 A quotation for the Goods given by the Supplier shall not constitute an offer and the quotation shall only be valid for a period of 7 days from its date of issue.
4.4 Customers can check the Goods that are available from the Supplier through:
(a) the Website(s); or
(b) by calling the Supplier’s premises by phone; or
(c) by E-mailing the Supplier – sales@mwtractors.com or sales@mwoil.com; or
(d) by visiting the Supplier’s premises.
4.5 Customers are requested to note the Supplier’s reference number for the Goods they would like to Order and then call the Supplier direct or Email: sales@mwtractors.com or sales@mwoil.com for pricing and delivery information.
4.6 Before placing an Order, the Customer shall advise the Supplier via email of any, legal, administrative, or regulatory requirements applying in the Country of destination.
4.7 The Customer acknowledges and accepts that, the Supplier may not be able to accept the Order if the Supplier is unable to secure payment or authorisation for payment; the Goods selected are not available or there has been an inadvertent pricing or product description error.
4.8 Where more than one Customer has entered in to this Contract, all persons shall be jointly and severally liable for all obligations including payments due under the Contract.
4.9 The Customer shall give the Supplier at least 14 days written notice of any change in name, address and/or any other change in the Customer’s details. Changes in address cannot be accepted less than 14 days prior to delivery or during delivery or during shipment or during transportation of the Goods.
5 Price and Payment
5.1 Subject to clause 5.2 and 5.3, the Price of the Goods shall be either:
(a) as indicated on the Suppliers invoices or on pro-forma invoices provided by the Supplier; or
(b) the Supplier’s quoted Price.
5.2 The Supplier may, by giving written notice to the Customer at any time before delivery, increase the Price of the Goods to reflect any increase in the costs to the Supplier due to:
(a) any factor beyond the reasonable control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other costs);
(b) any change in delivery dates, for whatever reason;
(c) any changes in the type, specifications or quantities for the Goods requested;
(d) any delay caused by the Customer or failure to give the Supplier timely, adequate or accurate information or instructions.
5.3 The Supplier may, at its sole discretion, vary the Price of the Goods if additional unforeseeable charges may be incurred.
5.4 Time for payment of the Goods shall be of the essence. If no time for payment is stated in writing by the Supplier, then payment shall be due in accordance with clause 5.8 and 5.9.
5.5 The Price of the Goods:
(a) excludes Value Added Tax although VAT may be invoiced and charged as part of the Price, and
(b) excludes import duties, port surcharges, warehouse costs, loading/unloading costs and demurrage, and
(c) excludes the cost and charges of packing, insurance, and transport of the Goods, which shall, where appropriate, be invoiced to the Customer.
5.6 The Supplier may, at its sole discretion, require payment of an Export Deposit not exceeding 20% of the price included in addition to the Price. On production of the appropriate and acceptable Bill of Lading, by the Customer, the Supplier will refund the export deposit within 7 days of the production of the Bill of Lading. If the Customer is not required to pay an Export Deposit and/or a Bill of Lading is not produced, the Customer, Consumer or Wholesaler agrees that it will pay an Export Deposit to the Supplier within 7 days of the date of delivery, in any event.
5.7 The Supplier will use reasonable endeavours to provide details of any sums not included within the Price but payable by the Customer before the Order is confirmed. The Supplier may require a payment on account to cover any additional costs before the Order is confirmed. Unless otherwise agreed, all costs of and incidental to delivery, are for the Customer’s account.
5.8 Subject to 5.4 above, where the total Price of the Goods is below £5,000, payment shall be due within 24 hours of the Supplier confirming the Order. Delivery or collection of the Goods shall not be arranged until full payment, including but not limited to the cost of delivery, is made.
5.9 Subject to 5.4 above, where the total Price of the Goods exceeds £5,000, the Customer shall pay a deposit of 25% within 24 hours of the Supplier confirming the Order. The balance of 75% shall be paid within 7 days, of the date of the Supplier’s invoice. Delivery or collection of the Goods shall not be arranged until full payment, including but not limited to the cost of delivery, is made.
5.10 If the Customer fails to make a payment due to the Supplier by the due date, without limiting the Supplier’s remedies under the Contract or at law, the Customer shall pay interest on any overdue sum from the due date until payment, whether before or after Judgment, interest under this clause will accrue each day at 5% a year above the Bank of England base rate.
5.11 All amounts payable to the Supplier under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax, as required by law).
5.12 All deposits, paid on cancelled Orders, or where payment for the balance is overdue, are non-refundable unless otherwise agreed in writing by the Supplier.
5.13 Payments may be made in cash (only through the bank account of the Supplier), electronically, by cheque, or by debit card, or by credit card subject to a credit card processing fee of 2%, or by any other method as agreed to between the Customer and Supplier.
6 Service Exchange
6.1 An agreement for Service Exchange shall not be binding upon the Supplier unless the Customer has paid a surcharge of 20% of the value of the Goods ordered which must be paid at the time the Order is confirmed.
6.2 Exchanged Goods shall be delivered to the Supplier within 14 days of the Order being confirmed. In default of this clause, re-imbursement of the surcharge shall be at the sole discretion of the Supplier.
6.3 Unless the Supplier credits the surcharge, the Supplier shall re-imburse the surcharge to the Customer within 7 days of the Supplier receiving the Exchanged Goods.
7 Storage, Dismantling and Loading of Goods
7.1 Where the Customer has legal and/or beneficial title in the Goods and the Supplier is asked to dismantle or store or load the Goods, any risk in the Goods, including for loss or damage, shall remain vested in the Customer.
8 Delivery of Goods and Risk
8.1 Delivery of the Goods shall be made to the Customer and all risks in relation to the Goods will pass to the Customer when:
(a) the Customer takes possession of the Goods at the Supplier’s address; or
(b) the Goods are first loaded for delivery to the Customer’s address in the UK or other UK address so nominated (in the event that the Goods are delivered by the Supplier or the Supplier’s nominated carrier); or
(c) the Goods are first loaded for delivery to the Customer’s nominated port of Departure or other UK port (in the event that the Goods are carried to the port by the Supplier or the Supplier’s nominated carrier).
8.2 The Customer shall be liable for any loss or damage once risk has passed this includes any loss or damage sustained during any loading or unloading of the Goods.
8.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
8.4 If the Customer fails to take delivery of the Goods and/or fails to provide any instructions, documents, licences, consents, or authorisations required to enable the Goods to be delivered, the Supplier shall be entitled to retain any deposits paid and charge the Customer for administration, carriage, storage and where appropriate, re-delivery of the Goods. In this situation, for the purpose of risk, delivery shall be deemed to have taken place when the Supplier tenders the Goods for delivery, or the Customer fails to provide instructions etc under this clause.
8.5 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of the Contract.
8.6 The Supplier shall use reasonable endeavours to comply with the shipping instructions of the Customer however the Supplier reserves the right to make part shipments and to ship by vessels selected by the Supplier from any port in the UK or elsewhere.
8.7 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less 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 Supplier if the discrepancy is in the Supplier’s favour.
8.8 The failure of the Supplier to deliver shall not entitle either party to treat the Contract as repudiated or void.
8.9 The Supplier shall not be liable for any loss or damage whatsoever due to failure by the Supplier 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 Insurance
9.1 Whether or not the Supplier arranges loading, carriage and unloading, the Customer is responsible for insuring the Goods.
10 Title
10.1 Legal ownership of the Goods shall not pass until:
(a) the Customer has paid all amounts due to the Supplier in cleared funds in accordance with these Terms and Conditions; and
(b) the Customer has met all other obligations in respect of the Contracts.
10.2 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Supplier 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 Supplier to the Customer the Supplier may give notice in writing to the Customer to return the Goods or any of them to the Supplier. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(c) the Supplier shall have the right of stopping the Goods in transit; and
(d) if the Customer fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may enter upon 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 Supplier 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 Supplier; and
(f) the Customer shall not deal with the proceeds of the Supplier in any way which may be adverse to the Supplier; and
(g) the Customer shall not charge the Goods in any way nor grant nor otherwise grant any interest in the Goods while they remain the property of the Supplier; and
(h) the Supplier 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 Supplier will be the owner of the end products.
Supplier’s Return Policy
11 Defective Goods
11.1 Excluding Wholesalers, unless otherwise agreed with the Supplier, and save for a Consumers Statutory Rights, and subject to clause 11 in so far as it relates to Engines and Gearboxes, the Customer shall inspect the Goods on delivery and shall within 7 days notify the Supplier in writing (by E-mail) of any alleged defect, shortage in quantity, damage or failure to comply with the description or quotation.
11.2 The Customer shall afford the Supplier an opportunity to inspect the Goods within a reasonable time following notification of the defect.
11.3 If the Customer fails to comply with these provisions, the Goods shall be presumed to be free from any defect or damage.
11.4 Where it is agreed that the Goods are defective, the Supplier may at its sole discretion offer a suitable replacement of the Goods or repair and the Supplier shall not be required to provide a refund unless the Supplier is unable to repair or replace the Goods.
11.5 In the case of a repair or replacement, the Supplier will repair, replace or refund the Goods as the Supplier deems appropriate, within a reasonable time, and the time for providing a repair, replacement or refund shall not be of the essence.
11.6 Unless the Supplier agrees, no Goods shall be accepted for return under any circumstances where Goods have been loaded in the course of being shipped to a none UK Country.
12 Returns
12.1 Excluding Wholesalers, unless otherwise agreed with the Supplier, this clause shall not apply to Engines and Gearboxes that have been recorded and/or observed as operational by the Customer either in person or by live or recorded video.
12.2 By placing an Order, it is accepted by the Customer that the Engine or Gearbox is operating as required, is of satisfactory quality and fit for purpose.
12.3 Except where the Customer and Supplier have agreed an alternative arrangement for returns, defective Goods may only be repaired, replaced or refunded if:
(a) the Customer has complied fully with the provisions of clause 10; and
(b) the Customer is not a Wholesale Customer; and
(c) the Supplier has agreed in writing to accept the return of the Goods; and
(d) the Goods are returned to the Supplier at the Customer’s cost within 7 days of the Supplier accepting the defect; and
(e) the Goods have been stored or used in a proper manner and in accordance with clause 9; 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; and
(h) the Goods are not incompatible with the intended use; and
(i) the Order did not require the Supplier to dismantle a vehicle or Engine to supply the Goods.
(j) the Goods have been correctly fitted by the Customer to the satisfaction of the Supplier.
(k) the defect is not as a result of a gradual reduction in operating performance, wear and tear. Components that may be subject to wear include, but are not limited to, brake discs and drums, tyres, suspension and steering components, clutch and pressure plates, bearings, seals and frictional material.
12.4 The Supplier may at its sole discretion accept the return of non-defective Goods for credit or refund, but this may be subject to the Customer paying re-stocking fee of 25% of the value of the returned Goods. Any charges incidental to return delivery will be at the Customer’s expense.
12.5 The Supplier will not accept the return of Ancillary Engine Parts nor will the Supplier accept the return of Engines based on perceived faults in the Ancillary Engine Parts.
12.6 Any refunds agreed at the Supplier’s sole discretion will be made within a reasonable time and no later than 28 calendar days of the return delivery date.
13 Warranty
13.1 The Supplier is a provider of second-hand Goods. Customers are invited to observe the Goods at the Supplier’s premises either in person or by live or recorded video or to view images provided by the Supplier before purchase. The Customer acknowledges therefore that there has been full opportunity to inspect the Goods and that no warranty is given by the Supplier as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded.
14 Default and Consequences of Default
14.1 If the Customer defaults on payment of any invoice when due, or fails to meet its obligations under the Contract, they shall indemnify the Supplier from and against all costs, expenses and losses incurred by the Supplier in pursuing recovery of all amounts due.
14.2 Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of Goods and any services and any of its other obligations under the Terms and Conditions. The Supplier will not be liable to the Customer for any loss or damage in exercise of its rights under this clause.
14.3 Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any Order of the Customer which remains unperformed and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to the Supplier becomes overdue, or in the Supplier’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 entering 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.
15 Security and Charge
15.1 Despite anything to the contrary contained herein or any other rights which the Supplier may have:
(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 Supplier or the Supplier’s nominee to secure all amounts and other monetary obligations payable under the terms and Terms and Conditions. The Customer and/or the Guarantor acknowledge and agree that the Supplier (or the Supplier’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 Supplier elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Supplier from and against all costs, expenses and losses incidental to the operation of this clause.
16 Cancellation
16.1 The Supplier may terminate the Contract and cancel delivery of Goods at any time before the Goods are delivered by giving written notice. Except where the Customer has failed to comply with its obligations under the Contract, on giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price and the Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
16.2 The Supplier may not accept a Cancellation due to reasons of incompatibility or, save for any statutory rights, where the Customer decided that they wish to cancel the Order after it has been accepted.
16.3 Where the Supplier agrees to accept a Cancellation, the Customer shall be subject to a 50% re-stocking fee and liable for the costs of and incidental to the return delivery.
16.4 If a deposit has been paid this will be retained by the Supplier upon cancellation.
16.5 This clause is subject to a Consumer’s statutory rights.
17 Data Protection Act and General Data Protection Regulations
17.1 The Customer and the Guarantor (if separate to the Customer) authorises the Supplier to:
(a) collect, retain and use any information about the Customer, for the purpose of assessing creditworthiness or marketing products and services; and
(b) to disclose information about the Customer regardless of how this is collected, 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.
17.2 The Supplier may also use information about the Customer to monitor and analyse its business. The Supplier is authorised to disclose personal information to agents or third parties engaged by the Supplier.
17.3 The Customer consent to the transfer of information outside of the European Economic Area for the purposes listed above.
17.4 The Customer shall have the right to request the Supplier for a copy of the information retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Customer held by the Supplier.
18 Limitation of Liability
18.1 Save for a Consumer’s statutory rights, the Supplier shall be under no liability whatsoever 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 Supplier of these Terms and Conditions.
18.2 In any event, the Suppliers liability shall be limited to the Price of the Goods and any costs or expenses incidental to loading and delivery etc.
18.3 The Supplier shall accept no liability whatsoever for any loss or damage sustained to the Goods once risk has passed to the Customer.
18.4 In the event of any breach of this Contract by the Supplier the remedies of the Customer shall be limited to damages and the Supplier’s liability (if any) whether in contract, tort or otherwise shall be limited to the amount of the Price.
18.5 For the avoidance of doubt, nothing in these Terms and Conditions shall exclude or restrict the Supplier’s liability to any person for death or personal injury to that person resulting from the Supplier’s breach of duty in negligence.
19 Unpaid Supplier’s Rights
19.1 Where the Customer has left any item or Goods with the Supplier for repair, modification, exchange or for the Supplier to perform any other Service in relation to the item and the Supplier has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Supplier shall have:
(a) a lien on the item or Goods; and
(b) the right to retain the item for the Price while the Supplier is in possession of the item or Goods; and
(c) the right to apply reasonable storage fees if the Customer has not reclaimed the item or Goods after a period of 30 days has elapsed; and
(d) a right to sell the item or Goods if the same have not been reclaimed after a period of 90 days has elapsed.
19.2 The lien of the Supplier shall continue despite the commencement of Court proceedings, or Judgement for the Price having been obtained.
20 Representations
20.1 The Customer waives any right to rescind, or cancel the Contract or to sue for damages or to claim restitution arising from any alleged misrepresentation and the Customer acknowledges that any Order is based entirely upon their judgment.
21 General Assignment and Other Dealings
21.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
21.2 The Customer may not at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract without prior written consent of the Supplier.
22 Entire Agreement
22.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
23 Variation
23.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
24 Waiver
24.1 No failure or delay by the Supplier to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
25 Severance
25.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
26 Notices
26.1 Any notice or other written communication given to the Supplier under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the Suppliers address above; or
(b) sent by email to the address specified above.
26.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
27 Third Party Rights
27.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
28 Governing Law and Jurisdiction
28.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
28.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
29 Force Majeure
29.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 28 days, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party. Where this occurs, the Customer shall nonetheless indemnify the Supplier from and against all costs, expenses and losses incurred by the Supplier.
30 Credit Account Payment Terms
30.1 All invoices are payable within twenty-eight (28) calendar days from the date of the invoice, unless alternative terms have been agreed in writing prior to the supply of goods.
30.2 The Company reserves the right to apply the following in the event of non-payment:
(a) suspension or withholding of any goods and
(b) charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended and
(c) recovery of reasonable costs incurred in the debt collection process.
M W OIL – Terms & Conditions of Supply
1 Product Suitability
All products supplied by M W OIL are provided in good faith and in accordance with published specifications. It is the responsibility of the customer to ensure that the product selected is suitable for their specific application and compliant with relevant equipment manufacturer requirement
2 Liability Disclaimer
M W OIL accepts no liability for any loss, damage, or mechanical failure resulting from the use, handling, or storage of its oil products. This includes, but is not limited to, damage to engines, machinery, or equipment where the product has been used outside the manufacturer’s recommended parameters or in situations where compatibility has not been confirmed.
3 Technical Information
Any technical advice or product recommendations provided by M W OIL are offered in good faith, based on available information. However, they do not constitute a guarantee of performance or suitability. Final responsibility for product use remains with the customer.
4 Storage and Handling
All oil products must be stored in a clean, dry environment, away from direct sunlight and extreme temperatures. M W OIL is not liable for any degradation or contamination of the product due to improper storage or handling once delivered.
5 Claims and Returns
Any claims relating to product defects or delivery discrepancies must be reported within 7 days of receipt. Returns will only be accepted with prior written agreement and in accordance with our returns policy.
6 Limitation of Liability
To the fullest extent permitted by law, M W OIL shall not be liable for any indirect, incidental, consequential, or special loss or damage (including, without limitation, loss of profits, loss of use, or loss of business opportunity) arising from or in connection with the supply, use, or performance of its products. In all cases, the customer assumes full responsibility for verifying that the product is appropriate for the intended application and is used in accordance with relevant specifications.
7 Payment Terms
For Credit Account customers, payment terms are as specified in the Credit Account Payment Terms section (30) of this document.
