1. GENERAL All orders are subject to these conditions of sale and the placing of an order by the buyer shall be considered as acceptance of these conditions. These conditions may not be modified or varied unless Prima Racing Online Limited (herinafter referred to as "the Company") agrees in writing and the Company shall not be deemed to accept such other conditions nor waive any of these conditions by failing to object to provisions contained in any purchase order or other communication from the buyer.
No person has authority on behalf of the Company to vary any condition except the Directors, and then only in writing signed by the Directors.
2. VALIDITY OF QUOTATION The Company reserves the right to amend any price quoted to cover an increase in costs of material or labour or overhead expenses which may take place between the date of the quotation (or the date of the order where no quotation is made) and the date of despatch which may affect the cost of manufacture and/or delivery of the goods, and every quotation is made and every order is acknowledged on the condition that the goods will be invoiced at and payment will be made at the price ruling when the goods are supplied.
3. NEW ACCOUNTS At the Company's absolute discretion the customer may open an account with the Company for the purchase of goods. The Customer will be required to furnish two trade references and one bankers reference. Until the opening of a credit account has been confirmed, a remittance should accompany the order, otherwise delivery will not be made until after the references have proved acceptable.
4. SETTLEMENT TERMS (a) Accounts are payable by the 20th day of the month following the date of invoice. Any variation to these terms will only be accepted where agreed by the Company and confirmed in writing. Where the Credit Terms are exceeded, the Company reserves the right to demand immediate payment of the account in total. The Company reserves the right to refuse Credit at any time and demand immediate payment of all monies outstanding. The Company, at its discretion reserves the right to charge interest on accounts outstanding beyond the time specified in these conditions. The rate of interest shall be 2.5% per annum over HSBC Bank base lending rate from time to time in force. The Company can exercise this right in addition to any other rights it may have in respect of the goods or non payment. (b) Where the contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery or part shall be made as if the same constituted a separate contract.
5. PRICES Unless otherwise agreed in writing, all orders are executed subject to prices and any relevant discounts ruling at the date of despatch and any price list of the Company, whether published or not, shall not affect the right of the Company to charge for goods in accordance with this clause. All of our prices are inclusive of VAT. Errors and omissions excepted.
6. ORDERS Orders sent in confirmation of telephone instructions should be clearly marked as such, otherwise any additional expense incurred by the Company as a result of duplication of order will be charged to the buyer. Acceptance of order cancellation is at the discretion of the Company and will only be effective if notice is given in writing prior to any tooling up for production. Cancellation will not be accepted for any reason for goods which are in production and/or transit.
7. DELIVERY (a) Delivery dates are promises given in good faith by the Company to indicate estimated delivery times, but shall not amount to any contractual obligation to deliver at the time stated. No liability for direct or consequential loss or damage arising from delay in delivery will be accepted by the Company. (b) Goods are dispatched via various recognised carriers and can be fully insured at extra cost to the buyer. It is the customer's responsibility to check all goods for damage before signing for acceptance of said goods. Once goods are signed for 'accepted' the Company will not admit any liability for damage. (c) In the case of export orders, delivery shall take place at a port or airport on the mainland of Great Britain (delivery being deemed to have occurred when the goods are unloaded at the port or airport).
8. TITLE TO GOODS The Company and the buyer expressly agree that until the Company has been paid in full for the goods supplied: The goods remain the property of the Company, although the risk therein passes to the buyer at the point when delivery is made. The Company may recover those goods at any time from the buyer in his possession if the Company judges that the amount outstanding from the buyer on the general statement of account between the parties is in excess of the credit limit the Company is willing to accord to the buyer, and for that purpose the Company's servant's and agents may enter upon any land or building upon which the goods are situated. If the buyer incorporates such goods into other products, with the addition of his goods or those of others, or uses such goods as materials for other products, with or without such addition, the property in those other products is upon such in corporation or use ipso facto transferred to the Company and the buyer as bailee of them for the Company will store the same for the Company in a proper manner without charge to the Company. The buyer has the right to dispose of such other products in the course of his business for the account of the Company and to pass good title to the goods or products to his customer being a bona fide purchaser for value without notice of the Company's rights. In the event of such disposal the buyer has the fiduciary duty to the Company to account to the Company for the proceeds but may retain there from an excess of such proceeds over the amount outstanding and due to the Company, and the Company has the additional right to recover the buyer's price from the buyer's customer to the extent unpaid, if the Company avails itself of this right, it will account to the buyer for any excess less any expenses incurred in effecting recovery.
9. DAMAGE IN TRANSIT AND SHORTAGES Goods received in a damaged or unsatisfactory condition must be signed for as such and the company must be informed immediately. Once goods have been signed for in good condition no claim from the Company can be submitted to the courier. On receipt goods should be checked with the advice note enclosed with the goods. Shortage claims will only be considered if the Company receive notification of such shortage on the day of delivery, failing which no liability will be admitted. The packing and contents should be retained for inspection.
10. RETURNS Goods to be returned must be notified to the Company within seven days of receipt of goods by the Customer as goods correctly supplied may not be returned to the Company without written agreement. A returns note number must be obtained and the number clearly marked on the outside packaging. Goods so returned must be consigned 'carriage paid' and accompanied by a packing note stating the Company's invoice number and date thereof together with the reason for return. A restocking charge of 15% will be imposed. Any article which has been supplied to special requirements cannot be accepted for credit under any circumstances.
11. WARRANTY If on delivery there is any damage, defect or shortage in the goods and the Customer gives due notice under conditions 7 and 9 above and returns the damaged or defective goods to the Company, the Company shall replace the damaged or defective or missing goods or (at the Company's option) credit the Customer with the amount of the price attributable to those goods.
12. DESIGN AND SPECIFICATION The Company may withdraw or modify any design or specification of the goods at any time without notice to the Customer.
13. DESCRIPTIVE MATTER AND ILLUSTRATIONS All descriptive and forwarding specifications, drawings and particulars of weights and dimensions issued by the Company are approximate only and are intended only to present a general idea of the goods to which they refer and shall not form part of the contract. Whilst every endeavour has been made to ensure that the goods are accurately described and believed to be fit for the purpose mentioned in the Company's catalogues, advertising, etc., no warranty or representation to this effect is given either expressley or by implication and no responsibility will be accepted in the event of an error or misdescription or any such unfitness or any damage resulting therefrom. Whilst every care is taken at all stages of manufacture, the Company will not accept any responsibility for subsequent costs or expenses incurred as a result of the use or fitting of the Company's products.
14. LIMITS OF CONTRACT Any quotation includes only such goods, accessories and work as are specified therein.
15. BANKRUPTCY In the event of the buyer committing any breach of contract with the Company or if any distress or execution is levied upon the goods of the buyer or if he offers to make any arrangement with or for the benefit of his creditors or commits any act of bankruptcy or, being a limited Company, has a Receiver appointed of its undertaking or assets or any part thereof or, for the purposes of a reconstruction or amalgamation without insolvency, goes into liquidation, the Company shall thereupon be entitled without prejudice to its other rights forthwith to suspend all further deliveries until the fault has been made good or to determine the contract or any unfulfilled part thereof, or at the Company's option to make partial deliveries.
16. PATENTS Many of the Company's products are subject to patents, registered designs, copyight or other intellectual property rights in the United Kingdom and abroad. Action will be taken against counterfeiters to protect the Company's rights.
17. VALUE ADDED TAX Where chargeable, VAT will be charged at the rate applicable at the date of despatch.
18. FORCE MAJEURE In the event of a war, invasion, act of foreign hostilities, whether war has been declared or not, civil war, rebellion, revolution, insurrection or military or usurped power, the seller shall be relieved of liabilities incurred by any government department, council or other duly constituted authority or from strikes, lockouts, breakdowns or plant or any other causes (whether or not of a like nature) beyond the Company's control.
19. LEGAL CONSTRUCTION Unless otherwise agreed by the Company in writing, these conditions shall in all respects be construed and operate as an English Contract in conformity with English Law.