Conditions of Sale of  Services and Parts

1 Definitions and Interpretation

1.1 In these Conditions the following words have the following meaning:

“Company” means Grant Welsh Commercials Limited (GWC Ltd), Unit B12, Olympic Business, Complex, Drybridge Road, Dundonald, KA2 9BE.

“Contract” means any contract between the Company and the Customer for the provision of Services and or parts incorporating these Conditions;

“Customer” means the person(s), firm or company who purchases Services and /or Parts from the Company;

“Parts” means any parts required to fulfil the Contract between the Customer and the Company;

“Services” means any services agreed in the Contract to be supplied to the Customer by the Company.

2 Basis of Contract

2.1 Subject to any variation under clause 2.2, the Contract will be subject to these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any other document).

2.2 The Contract shall not be effective unless and until it is executed by the Company. No order placed by the customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company commences any maintenance or repair work or places an order for parts deemed necessary to fulfil the contract. Any order shall be accepted entirely at the discretion of the Company. Any representations about the parts or any variation to these Conditions shall have no effect unless expressly agreed in writing by the company.

2.3 Any quotation or estimates made by the Company is given subject to these Conditions. Quotations will be valid for 30 days from the date of issue. The Company will endeavour to be as accurate as possible when estimating for repairs to Customers vehicles; however estimates may change. The Company will update Customers of new developments and can supply further estimates for repair if so requested by the Customer.

2.4 The customer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company’s prior written agreement and provided the Customer indemnifies the Company in full in terms established by the Company (generally there will be a minimum cancellation charge of   £70).

3 Maintenance Contracts

3.2 Any times specified by the Company for completion of the contract are intended to be an estimate and may vary. If no time is specified, completion shall be in a reasonable time.

3.3 All maintenance contracts are paid in advance; the Company will terminate the contract if the maintenance contract falls in to arrears.

3.4 The Customer shall collect vehicles promptly on being advised of the completion of the services under the contract. Any delays in excess of one day may result in the Company charging a parking fee to the Customer. Where the work is completed at the Customers premises the Company shall provide notice to the Customer that Contract has been completed. If any services or parts have not been provided this shall also be included in such notification.

3.5 The Customer shall examine the vehicle on its return and shall be deemed to have accepted  the services and parts are in accordance with the terms of the contract, unless the Customer notifies the Company of any defect or other failure to conform with the contract within 7 working days of the date of completion where the defect or failure would be apparent upon reasonable inspection and testing or within a reasonable time where the defect or failure would not be so apparent. If the Customer fails to do so, the Company shall have no liability for such defect or failure and the Customer shall pay the Contract price.

3.6 Where the Company is to perform Services at the Customers premises, the Customer shall procure safe access to the premises and the provision of adequate power, lighting, heating and other such facilities or supplies for the Company’s  employees or agents in accordance with demands of any applicable legislation and as the Company shall reasonably require. If it is difficult or impossible to complete the Contract because the customer fails to meet this requirement, the Company may abort the contract and charge a cancellation fee and charge of any completed work.

4 Payments

4.1 Full legal, beneficial and equitable title to and property in the Parts shall remain vested in the Company (even though risk has been passed to the Customer) until payment in full, in cash or cleared funds, for all the services and parts has been  received by the Company.

4.2 The Company may at its discretion offer credit terms to a Customer. Generally payment of the price for the Service and Parts is due within 30 days of the date of the invoice. However the Company is under no obligation to offer credit and may require advance payment.

4.3 The Company shall be entitled at any time to withdraw from the Customer any credit facility made available to the Customer.

4.4 If any sum due from the Customer to the Company under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to the Company shall become due and payable immediately and the Company may (a) cancel or suspend its performance of the contract or any order; (b) require the customer to pay for Services and Parts prior to collection from the Company’s premises; and (c) charge the Customer interest calculated on a daily basis on all overdue amounts (both before and after judgement) until actual payment at the rate of eight per cent (8%) per annum above the base lending rate of the Bank of Scotland plc prevailing from time to time until payment is made in full and the cost of obtaining judgement or payment to include all reasonable  professional costs (including legal fees) and other costs  of issuing proceedings o9r otherwise pursuing  a debt recovery procedure. 

5 Warranty

5.1 If the Parts are new, the benefit of the manufactures warranty is passed unconditionally to the Customer.

6 Exclusion and Limitation of Liability

6.1 Nothing in the Contract excludes or limits theCompanys liability for death or personal injury caused by the company’s negligence or fraudulent misrepresentation.

6.2 The Company and the manufactures shall not be liable for (a) any economic loss or loss of profit (direct or indirect), or any indirect consequential loss howsoever caused, (b) any liability arising to any third party, (c) any modification to the Parts or Services on the vehicles carried out in accordance with the Customers request, (d) any loss howsoever caused from the non-delivery or delayed delivery of the Services and or Parts.

7 General 

7.1 any intellectual property rights created by the Company in the course of the performance of the Contract or otherwise shall remain the Company’s property. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the intellectual property rights of the Company.

7.2 Both parties shall each keep confidential and shall not , without the prior written consent of the other, disclose to any third party or otherwise make public the terms or existence of the Contract or any other confidential information or the other party.

7.3 The Company may assign, charge, subcontract or transfer the contract or any part of it to any person. Save as provided in clause 6.2, the contract (Rights of Third Parties) Act 1999 shall not apply to the contract.

7.4 If any provision of this Agreement is ruled to be invalid for any reason, that invalidity will not affect the rest of this Agreement  which shall remain valid and enforceable in all respects.

7.5 This Contract is governed by Scottish Law and all disputes arising out of or relating to this Contract shall be subject to the exclusive jurisdiction of the Scottish courts.

Grant Welsh Commercials, 2007