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Chelmer Truck is a family run company having well over 25 years in the truck construction business.
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Legal Notice The following sets out the conditions of use of the Chelmer Truck Bodies Limited website. Unless specified otherwise, references in this site to "Chelmer" shall mean Chelmer Truck Bodies Limited and its subsidiaries and affiliates. The information contained in this website is not comprehensive. Despite our efforts, it may not be accurate, up to date or applicable to the circumstances of any particular case. We cannot accept any liability for any inaccuracies or omissions (other than for fraudulent misrepresentation) in this website and any decisions you make based on information contained in this website are your sole responsibility. Neither Chelmer Truck Bodies Limited nor any of its subsidiaries accept liability for any direct, indirect, special, consequential or other losses or damages of whatsoever kind arising out of access to, or the use of this website or any information contained in it. Ownership of the copyright of this site The copyright in the contents and any downloads from this website is owned by Chelmer Truck Bodies Limited or its subsidiaries unless otherwise stated. All rights reserved. Chelmer Truck Bodies Limited, Waltham Road, Boreham, Chelmsford, Essex, CM3 3AW. You are responsible for obeying all applicable copyright laws. We permit you to make copies of this website as necessary incidental acts during your viewing of it; and you may take a print for your personal use of so much of the site as is reasonable for private purposes. All other use is strictly prohibited. You may not frame this site nor link to a page other than the home page without our express permission. Ownership of trademarks Any registered or unregistered trademarks or trading styles used by Chelmer Truck Bodies Limited and included in the website are the exclusive property of Chelmer Truck Bodies Limited. Use of any Hyperllnk Neither we nor any of our subsidiaries are responsible for the content of any other website, including any website through which you may have gained access to our website or to which you may gain access from our website. We do not accept any liability in connection with any such sites or links. Where we provide a hyperlink to a third party's website, we do so because we believe in good faith that such a website contains or may contain material which is relevant to that on our website. Such a hyperlink does not signify that Chelmer or its subsidiaries have reviewed or approve of the connected third party's website or its contents - indeed in certain instances a hyperlink may connect you to a third party's website containing views contradictory to those expressed on our website or otherwise held by Chelmer and its subsidiaries. What law governs this website? Your use of this website and downloads from it, and the operation of these terms and conditions, shall be governed in accordance with the laws of England and Wales. The English courts shall have exclusive jurisdiction over any dispute arising out of your use of this website. In the event that any or any part of the terms contained in these terms and conditions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term shall to that extent be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by law. Copyright @ 2004 Chelmer Truck Bodies Limited |
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UPDATED 10/06/09 |
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Chelmer Truck Bodies Limited
1 DEFINITIONS AND INTERPRETATION
1.1 In these conditions the following definitions have the following meanings:"the Goods" means the goods in question, including any attachments, manufactured from time to time by CTB and/or to be supplied by CTB to the Customer (whether or not attached to any chassis). 1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation. 1.3 Words importing the singular shall include the plural and vice versa. 1.4 The word "person" shall include any person, firm, partnership or body corporate. 1.5 References to Clauses are references to the clauses of these Conditions. 2 BASIS OF THE CONTRACT 2.1 Under the Contract, CTB shall supply and the Customer shall buy the Goods/Services at the Price. The supply of the Goods/Services is subject to the delivery to CTB or, with the express consent of CTB, collection by CTB, of any required chassis, vehicle, chattel or part from the Customer as required by CTB. 2.2 Subject to any variation under condition 2.4 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). 2.3 No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract. 2.4 These Conditions apply to all CTB's sales and any variation to these Conditions and any representations about the Goods/Services shall have no effect unless expressly agreed in writing and signed by a director of CTB. 2.5 Each order for Goods/Services by the Customer from CTB shall be deemed to be an offer by the Customer to purchase the Goods/Services subject to these Conditions. 2.6 No order placed by the Customer shall be deemed to be accepted by CTB until a written acknowledgement of order is issued by CTB. 2.7 Any quotation is given on the basis that no contract will come into existence until CTB despatches an acknowledgement of order to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that CTB has not previously withdrawn it.
3 ORDER AND SPECIFICATION 3.1 CTB reserves the right to make, without notice to the Customer, any improvement or alternation in the material, specification, dimensions or design of the Goods/Services which it thinks reasonable or desirable or which is required to be made by law. 3.2 Illustrations, photographs, descriptions and general literature relating to the Goods/Services are intended as a general guide only and do not form part of the Contract and the Goods/Services will not necessarily correspond in all respects with that shown in the illustrations and photographs or described in the general literature. 3.3 The Customer shall be responsible to CTB for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving to CTB any necessary information relating to the Goods/Services within a sufficient time to enable CTB to perform the Contract in accordance with its terms. 3.4 No order which has been accepted by CTB may be cancelled by the Customer except with the written agreement of CTB and on the terms that the Customer shall indemnify CTB in full against any loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by CTB as a result of the cancellation.
4 CONFIDENTIALITY Any technical drawings, specifications or illustrations supplied by CTB shall be supplied only on the basis that the information which is contained in them shall not be disclosed to any person without the prior written consent of CTB, shall remain the property of CTB and shall be immediately returned to CTB on demand. 5 PURCHASE PRICE 5.1 The Price excludes Value Added Tax which the Customer shall be additionally liable to pay to CTB. 5.2 The Price is quoted on the basis of the current costs of the Goods/Services to CTB. It is subject to increase to take account of any rise in the costs to CTB which are due to any factor beyond its control or as a result in any change in the requirements of the Customer.
6 PAYMENT 6.1 CTB shall invoice the Customer for the Goods/Services on or at any time after CTB notifies the Customer that the Goods are available for delivery and/or the Services are duly completed. 6.2 The Price is payable upon delivery of the invoice in person, by facsimile or by post by CTB to the Customer at its usual address or facsimile number or to such other address or number as shall be notified by the Customer to CTB from time to time. 6.3 Any sums not paid within the time specified in the invoice will bear interest at the rate of 2 per cent above the base lending rate of HSBC Bank plc from time to time in force (both before as well as after judgment) from the due date to the date of actual payment. 6.4 Time for payment shall be of the essence.
7 DELIVERY AND ACCEPTANCE 7.1 The Customer shall take delivery of the Goods (and of any chassis to which the Goods are attached) at CTB's premises within fourteen days of notification from CTB that the Goods are available for delivery. 7.2 If CTB agreed to deliver the Goods elsewhere, the Customer shall, when so required by CTB, give to CTB all necessary instructions and shall make all necessary facilities available for delivery; CTB shall be entitled to add to the Price a reasonable charge for delivery. 7.3 Delivery of the Goods shall be deemed to constitute the acceptance of them by the Customer. 7.4 CTB shall not be liable if the manufacture or delivery of the Goods is prevented, hindered or delayed by reasons of strike, sit-in, trade dispute, lock out or any other actual or threatened industrial action or by shortage of or difficulty in obtaining labour, plant or materials or by the breakdown of plant or machinery (including transport) or by the interruption of power supplies, by fire, legal action by a third party (whether or not any of the above are caused by the negligence of CTB, its servants or agents), or by reason of any circumstances outside CTB's control which shall include, but not be limited to, war, civil risk, intervention by government and all other cases of force majeure. 7.5 Any delivery date quoted by CTB in relation to the Goods shall be deemed to be an estimate only and time for delivery shall not be made of the essence by notice. In particular CTB shall not be liable for any loss, damage or expense caused directly or indirectly by delay, or for the consequences of delay in any circumstances whatsoever (even if caused or contributed to by the negligence of CTB, its servants or agents). CTB shall be entitled to defer delivery until any monies due from the Customer have been received. 7.6 If the customer fails to take delivery of the Goods (and of any chassis to which the Goods are attached) or fails to give CTB adequate delivery instructions or to make adequate arrangements for delivery to be made, at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reasons of CTB's fault) then the Customer shall be deemed to have accepted the Goods 7 (seven) days after the date stated for delivery, risk in the Goods will pass to the Customer (including for loss or damage caused by CTB's negligence) and, without prejudice to any other right or remedy available to CTB, CTB may: 7.6.1 store the Goods (and any chassis to which the Goods are attached) until actual delivery and charge the Customer for all reasonable costs (including insurance) of storage; or 7.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess over the Price or charge the Customer for any shortfall below the Price.
8 RISK, TITLE AND PROPERTY 8.1 Risk of damage to or loss to the Goods shall pass to the Customer at the time when CTB notifies the Customer that the Goods are available for delivery and from this time the Customer shall maintain all appropriate insurance for the Goods. 8.2 Ownership of the Goods shall not pass to the Customer until CTB has received in full (in cash or cleared funds) all sums due to it in respect of: 8.2.1 the Goods; and 8.2.2 all other sums which are or which become due to CTB from the Customer on any account. 8.3 Until ownership of the Goods has passed to the Customer, the Customer must: 8.3.1 hold the Goods on a fiduciary basis as CTB's bailee; 8.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; 8.3.3 maintain the Goods in satisfactory condition at premises notified and satisfactory to CTB insured on CTB's behalf for their full price against all risks to the reasonable satisfaction of CTB. On request the Customer shall produce the policy of insurance to CTB; and 8.3.4 hold the proceeds of the insurance referred to in condition 8.3.3 on trust for CTB and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 8.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions: 8.4.1 any sale shall be effected in the ordinary course of the Customer's business at full market value and the Customer shall hold such part of the proceeds of sale as represent the amount owned by the Customer to CTB on behalf of CTB and the Customer shall account to CTB accordingly. 8.4.2 any such sale shall be a sale of CTB's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale. 8.5 The Customer shall, if CTB so requires and while the Goods remain the property of CTB, assign to CTB free of charge the Customer's right to the unpaid resale proceeds of the Goods (and of any chassis to which the Goods are attached) provided that CTB shall not be entitled to retain any sum greater than that owing to CTB in respect of the Goods. 8.6 CTB may, while the Goods remain the property of CTB (and without prejudice to any other rights it may have under or by virtue of the Contract), demand the immediate return of the Goods at any time (subject only as expressly provided in the Contract), and the Customer shall immediately comply with any such demand and bear the expense of (if necessary) the removal of the Goods from any chassis to which they are attached, and the return of the Goods to CTB. 8.7 If the Customer fails immediately to return the Goods properly demanded by CTB, CTB may enter the Customer's premises during normal business hours for the purpose of unattaching the Goods from any chassis to which they are attached and removing the Goods from the premises (the costs of doing so shall be borne by the Customer) and may sell or otherwise deal with the Goods. 8.8 The Customer shall not be entitled to pledge in any way, or charge by way of security for any indebtedness, the Goods while they remain the property of CTB, but if the Customer does so, all monies owing by the Customer to CTB shall (without prejudice to any other right or remedy of CTB) forthwith become due and payable. 8.9 The Customer's right to possession of the Goods shall terminate immediately if: 8.9.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or 8.9.2 The Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or falls to observe/perform any of its obligations under the Contract or any other contract between and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases, or threatens to cease, to trade; or 8.9.3 The Customer encumbers or in any way charges the Goods. 8.10 CTB shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from CTB. 8.11 The Customer grants CTB, its successors in title, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them. 8.12 The rights granted above to CTB are in addition to and not in lieu of any other rights it may have at common law or by statute.
9 WARRANTY 9.1 CTB warrants that the Goods and/or Services will be free from defects in material and workmanship and any such defect shall be rectified at no cost to the Customer provided that: 9.1.1 CTB shall be notified of any such defect within 12 months of the date of delivery to the Customer; 9.1.2 CTB shall be under no liability in respect of any defect in the Goods/Services arising from any drawing, design or specification supplied by the Customer; and, 9.1.3 CTB shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow CTB's instructions (whether oral or in writing), misuse or alteration of the Goods without CTB's approval. 9.2 The above warranty does not extend to parts, materials or equipment not manufactured by CTB, in respect of which the buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to CTB.
10 EXCLUSIONS AND LIABILITY 10.1 Subject as expressly provided in the Contract, and except where the Goods/Services are sold/supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 10.2 Where the Goods/Services are sold/supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these conditions. 10.3 Save as provided for in the Contract, CTB, its servants, agents and employees, shall not be liable to indemnify or hold the Customer harmless from or against any action, claim, damage, loss of profit, legal expense or any other liabilities arising out of the purchase or use of the Goods/Services.
11 TERMINATION 11.1 CTB shall be entitled to terminate the Contract at any time without liability to the Customer and without prejudice to the liability of the Customer to make all payments required by the Contract if: 11.1.1 any of the events specified in clauses 8.9.1, 8.9.2 and 8.9.3 arise; or 11.1.2 CTB reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. 11.2 Upon termination of the Contract by CTB, the Customer shall return to CTB the Goods in respect of which the Price and any Value Added Tax shall not have been paid in full unless such Price and Value Added Tax is paid to CTB within seven days of the date of such termination.
12 ASSIGNMENT The Customer shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract. 13 WAIVER No waiver by CTB of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or of any other provision. 14 GENERAL 14.1 No variation of the Contract shall be valid unless in writing and signed by a director of CTB. 14.2 Any agreement, collateral or ancillary to the Contract relating to parts, accessories or extras for use with the Goods or relating to the supply of Services shall be upon these Conditions whether or not expressly stated as such. 14.3 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected. 14.4 Any dispute arising under or in connection with the Contract, the sale of the Goods or the supply of the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators. 14.5 Any notice required to be given pursuant to the Contract is to be in writing signed by or on behalf of the person giving it. It may be served by delivery, by first class post or by facsimile to the usual address or number of the recipient. 14.6 Notices are to be deemed to be served either: 14.6.1 in the case of personal service, upon delivery; 14.6.2 in the case of service by post, two days after posting; or 14.6.3 in the case of service by facsimile, 24 hours after sending. 14.7 The Contract is governed by English Law. The parties submit to the exclusive jurisdiction of the English Courts. 14.8 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act. |
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