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The Ace Supply Company Ltd (including Streetwize Accessories) - Terms of Trading The Ace Supply Company Limited (trading as Streetwize Accessories) registered in England and Wales with company number 02075094 (we, us, our) Terms of Trading


1 Basis of contract 1.1 These terms apply to the contract between us (Contract) to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 1.2 Your order (Order) constitutes an offer by you to purchase the goods set out in it (Goods) in accordance with these terms. You are responsible for ensuring that the terms of the Order are complete and accurate. 1.3 The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence. 1.4 You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any of your documents that is inconsistent with these terms. 2 Price 2.1 The price of the Goods excludes VAT (unless otherwise stated). You will additionally be liable to pay VAT at the prevailing rate. 2.2 A quotation for the Goods given by us shall not constitute an offer. Our quotations lapse after 45 days from date of issue (unless otherwise stated). 2.3 The price quoted excludes delivery (unless otherwise stated). You will additionally be liable to pay the cost of delivery where we arrange delivery. 2.4 You will additionally be liable to pay any tax and duties on the Goods at the rates prevailing at the relevant time. 2.5 We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: 2.5.1 any factor beyond our control (including foreign exchange fluctuations, increases in the price at which we are are able to purchase the Goods, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 2.5.2 any request by you to change the delivery date(s), quantities or types of Goods ordered, or any specification; or 2.5.3 any delay caused by any of your instructions or failure on your part to give us adequate or accurate information or instructions. 3. Delivery 3.1 All delivery times quoted are estimates only. 3.2 If we fail to deliver within a reasonable time, you may (informing us in writing) cancel the Contract, however: 3.2.1 you may not cancel if we receive your notice after the Goods have been dispatched; and 3.2.2 if you cancel the Contract you can have no further claim against us under that Contract. 3.2 If you accept delivery of the Goods after the estimated delivery time, it will be on that basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the Goods). 3.3 We may deliver the Goods in instalments. Each instalment is treated as a separate Contract which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment. 4 Delivery and Safety Where we are arranging delivery to your premises we may decline to deliver if: 4.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or 4.2 the premises (or access to them) are unsuitable for the delivery vehicle. 5 Payment terms 5.1 You are to pay us prior to delivery of Goods by either cheque or credit card unless you have a credit account agreed by us. 5.2 If you have a credit account agreed by us, payment is due no later than 30 days after the date of invoice unless otherwise agreed by us in writing. 5.3 If you fail to pay us in full on the due date: 5.3.1 we may suspend future deliveries to you under the Contract or any other Contract; 5.3.2 we may cancel any discount offered to you; 5.3.3 you must pay interest at the rate equivalent to that set for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998: (a) calculated (on a daily basis) from the date of the invoice until payment (b) compounded on the first day of each calendar month; and (c) before and after any judgment (unless court orders state otherwise) 5.3.4 we may claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and 5.3.5 we may recover (under clause 5.7) the cost of taking legal action to make you pay. 5.4 If you have a credit account agreed by us, we may withdraw it or reduce your credit at any time by written notice to you. If we do so you must immediately pay any amount outstanding under the Contract or any other Contract which is in excess of your revised credit limit (if any). 5.5 You do not have the right to set off any money you may claim from us against any money you may owe us. 5.6 While you owe money to us, we have the right to keep any property we may hold of yours until you have paid us in full (a lien) 5.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under the Contract or these terms. 6 Title 6.1 Until you pay all your debts you may owe us and we receive payment of those debts in cleared funds: (a) title in the Goods shall not pass to you and shall remain our property (b) you must not remove, deface or obscure any identifying mark or packaging on or relating to the Goods (c) you must store them separately from Goods belonging to third parties, clearly mark them as our property and allow us access to your premises to verify this has been done 6.2 Upon delivery, you must insure the Goods with a reputable insurance company and note our interest in the Goods as an interested party; 6.3 You may use those Goods and sell them in the ordinary course of business, unless: (a) we revoke that right (by informing you in writing); or (b) you become insolvent, unable to pay your debts as they become due or take steps or enter into any arrangement with your creditors ; or (c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business 6.4 You must inform us (in writing) immediately if you become insolvent, unable to pay your debts or take steps to enter into any arrangement with your creditors 6.5 We have the right to enter any premises where the Goods may be stored: (a) at any time to inspect them; and (b) after your right to use and sell them has ended, to remove them, using reasonable force if necessary. 6.6 If before title to the Goods has passed to you, you become subject to any of the events listed in clause 6.3 then, without limiting any other right or remedy that we may have: (a) your right to resell the Goods or use them in the ordinary course of its business ceases immediately; and (b) we may at any time: (i) require you to deliver up all our Goods in your possession that have not been resold, or irrevocably incorporated into another product; and (ii) if you fail to do so promptly, enter any premises of yours or of any third party where the Goods are stored in order to recover them. 6.7 Without limiting our rights to other remedies, we reserve the right to take legal action against you to recover the price of Goods supplied should you not pay us by the due date. 6.8 You are not our agent. You have no authority to make any contract on our behalf or in our name. 7. Risk 7.1 The Goods are at your risk from the time of delivery. 7.2 Delivery takes place either: 7.2.1 at our premises (if you are collecting them or arranging carriage) in which case delivery is completed on the completion of loading of the Goods at our premises; or 7.2.2 at your premises (if we are arranging carriage) in which case delivery is completed on the completion of unloading of the Goods at your premises. 7.3 If you fail to take delivery of the Goods within three Business Days of us notifying you that the Goods are ready (if you are collecting them or arranging carriage) or fail to accept delivery of the Goods when they are delivered to you (if we are arranging carriage) (Relevant Date), then, except where such failure or delay is caused by our failure to comply with our obligations under the Contract: 7.3.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which we notified you that the Goods were ready (if you are collecting them or arranging carriage) or at 9.00 am on the day they are delivered to you (if we are arranging carriage); and 7.3.2 we shall store the Goods until delivery takes place and charge you for all related costs and expenses (including insurance). 7.4 If ten Business Days after the Relevant Date you have not taken (if you are collecting them or arranging carriage) or accepted (if we are arranging carriage) delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods. 7.5 You must inspect the Goods on delivery. If any Goods are damaged (or not delivered), you must write to tell us within three working days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged Goods. 8 Quality 8.1 We warrant that on delivery the Goods shall: 8.1.1 conform in all material respects with their description and (if we prepare the Goods in accordance with your specifications or instructions (Specification)) any applicable Specification; 8.1.2 be free from material defects in design, material and workmanship; 8.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 8.1.4 be fit for any purpose held out by us. 8.2 Subject to clause 8.3, if you: 8.2.1 give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1; 8.2.2 give us a reasonable opportunity of examining such Goods and provide us with access to your premises for inspection purposes; 8.2.3 (if we ask you to do so) return such Goods to our place of business at our cost we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 8.3 We shall not be liable for the Goods' failure to comply with the warranty set out in clause 8.1 in any of the following events: 8.3.1 you make any further use of such Goods after giving notice in accordance with clause 8.2; 8.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 8.3.3 the defect arises as a result of us following any drawing, design or Specification supplied by you; 8.3.4 you alter or repair such Goods without our written consent; 8.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 8.3.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 8.4 Except as provided in this clause 8, we shall have no liability to you in respect of the Goods' failure to comply with the warranty set out in clause 8.1. 8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 8.6 These terms shall apply to any repaired or replacement Goods we supply. 9 Limitation of liability 9.1 Subject to clause 9.2: 9.1.1 we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 9.1.2 our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £2,000,000 (two million pounds). 9.2 Nothing in these terms restricts or limits our liability for: 9.2.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); 9.2.2 fraud or fraudulent misrepresentation; 9.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; 9.2.4 defective products under the Consumer Protection Act 1987; or 9.2.5 any matter in respect of which it would be unlawful for us to exclude or restrict liability. 10 Specification If we prepare the Goods in accordance with your Specification you: 10.1 must ensure that the Specification is accurate and that Goods prepared in accordance with the Specification or instructions will be fit for the purpose for which you intend to use them. 10.2 shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Specification. 11 Return of Goods We will accept the return of Goods from you only: 11.1 by prior arrangement (confirmed in writing); 11.2 on payment of a handling charge to be notified to you in such written confirmation (unless Goods were defective when delivered); and 11.3 (except to the extent the Goods were defective when delivered) providing they are as fit for sale as they were on delivery 12. Cancellation 12.1 If the Order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the Order. 12.2 We may suspend or cancel an Order, by written notice if; 12.2.1 you fail to pay us any money when due (under the Order or otherwise); 12.2.2 you become insolvent 12.2.3 you fail to honour your obligations under these terms. 12.3 You may not cancel the Order unless we agree in writing (and clauses 3.2.2. and 11 apply) 13 Waiver and variations No variation of a Contract shall be effective unless: 13.1 made or (recorded) in writing. 13.2 signed by or on behalf of each party; and 13.3 expressly stating an intention to vary these terms. 14 Force majeure 14.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our reasonable control, we will not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations under the Contract. If the period of delay or non-performance continues for 13 weeks, you may terminate the Contract by giving us 7 days written notice . 14.2 Examples of those circumstances include, without limitation, act of God, accident, explosion, fire, transport delays, strikes and other industrial disputes and difficulty in obtaining supply. 15 General 15.1 English Law is applicable to any Contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction. 15.2 If you are more than one person, each of you has joint and several obligations under these terms 15.3 If any of these terms are unenforceable as drafted: 15.3.1 it will not affect the enforceability of any other of these terms; and 15.3.2 if such term would be enforceable if amended, it will be treated as so amended. 15.4 We may treat you as insolvent if: 15.4.1 you are unable to pay your debts as they fall due; or 15.4.2 you (or any item of your property) become the subject of; (a) any formal insolvency procedure (examples of which include, without limitation, receivership, liquidation, administration, voluntary arrangements (including moratorium) or bankruptcy); (b) any application or proposal for any formal insolvency procedure; or (c) any application, procedure or proposal overseas with similar effect or purpose. 15.5 All brochures, catalogues and other promotional material are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us. 15.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the others registered office or principal place of business. All such notices must be signed. 15.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller. 15.8 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorized representative and either: 15.8.1 contained in our quotation and not withdrawn before the Contract is made; or 15.8.2 which expressly state that you may rely on them when entering in the Contract. 15.9 In these terms Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

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