THE TAXI CENTRE LIMITED

TERMS AND CONDITIONS OF SALE

1. Terms

(1) In these Terms and Conditions the words “the Company” shall mean The Taxi Centre Limited, the words “the Customer” shall mean the person, firm or company purchasing or agreeing to purchase goods or services from the Company, the words “these Conditions” shall mean the terms and conditions of sale set out herein, the words “the goods” shall mean all equipment, spare parts, other goods, repairs or services goods, repairs or services to be provided to the Customer by the Company and the word “Agreement” shall mean the contract entered into between the Company and the Customer for the supply of goods or services.

(2) All Agreements by which the Company agrees to supply goods and services to the Customer shall be subject only to these Conditions notwithstanding any variation or attempted variation of these Conditions made by the Customer and (save as provided by Clause 1(3) of these Conditions) the making of an order by the Customer for the goods or services supplied by the Company shall for all purposes be deemed to be acceptance by the Customer of these Conditions to the exclusion of any other terms and conditions. 

(3) No variation of these Conditions is permitted unless expressly accepted in writing by a Director of the Company.

2. The Goods

(1)  Subject to the warranty contained in Clause 7(1), all descriptions, illustrations and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the Agreement between the Company and the Customer.  All representations as to the performance of the goods are based on the information supplied by the manufacturer or supplier.

(2) Unless otherwise expressly agreed, the goods supplied will be in accordance with manufacturer’s normal designs and specifications current at the date of manufacture or delivery and the supply by the Company of goods differing from any contractual or pre-contractual specifications or descriptions shall not be in breach of the Agreement between the Company and the Customer insofar as the goods are as of approximately equivalent performance to the goods referred to in such specifications and descriptions.

3. Delivery and Risk

(1)  The Customer will be liable for the cost of delivery of the goods which will be charged to the Customer by the Company at cost price.

(2)  The time for delivery is not of the essence.  The agreed dates for delivery are estimates only and are conditional upon the Company being able to obtain the goods or parts within the time estimated. A failure by the Company to comply with agreed dates shall not be a breach of these Conditions and the Customer will not be able to rely on non-delivery or delayed delivery for cancellation of the contract.

(3) The goods shall be at the Customer’s risk at the time of delivery, or, if the Customer has arranged for the collection of the goods, at his risk on the date that the Company has notified the Customer that the goods are ready for collection.

(4) Notwithstanding the terms of Clause 7(1) and without limitation to the Customer’s statutory rights, the Company will accept no liability for damage in transit or for incorrectly supplied, missing or short supplied goods unless the Customer has notified any damage or defects to the carrier in writing at the time of delivery and also notifies the Company of same in writing within 24 hours.  The Company may at its discretion replace or credit the goods to the Customer. 

(5) If any payment due to the Company is overdue at 60 days from date of invoice or if the Customer ceases to trade or enters into any arrangement with its creditors or shall become insolvent or has a receiver or administrative receiver appointed or a petition is presented or a resolution passed for a winding up of the Customer (if the Customer is a company) other than for the purpose of a solvent reconstruction or amalgamation previously notified to the Company, the Customer shall then be deemed to have repudiated any Agreements it may then have with the Company, who shall be entitled (without prejudice to any other rights or remedies available to it) to recover any goods in the possession of the Customer where title has not passed in terms of Clause 4, to stop any goods in transit and to cancel any further deliveries to the Customer.

4. Property in the Goods

(1) Notwithstanding risk in the goods passes to the Customer in accordance with Clause 3(3) of these Conditions, the goods shall remain the sole and absolute property of the Company and title to and legal and equitable ownership of the goods shall not pass to the Customer until payment is received by the Company of all monies due from the Customer to the Company in respect of all goods supplied by the Company to the Customer and the Customer acknowledges that until such payment is paid in full it is in full possession of the goods solely as a fiduciary of the Company.

(2) Until title to the goods passes to the Customer, the Customer is licensed by the Company to use or agree to sell the goods provided that the entire proceeds of any sale of such goods are held in trust for the Company and are not mixed with other monies or paid into overdrawn bank account and shall at all times be identifiable as the Company’s money. In the event that the Customer agrees to sell the goods to a third party, the goods will remain in the possession of the Customer until title has passed to the Customer in terms of this clause.

(3)  Until title to the goods passes to the Customer the goods shall be kept separate and distinct from all other property of the Customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to the Company and the Customer will not cause or permit or suffer any labels, badges, serial numbers or other means of identification of the goods to be removed or obscured.

(4)  The Company may for the purpose of removing and recovering its goods in terms of Clause 3 (5) enter upon the premises of the Customer or any third party where they are stored or where they are reasonably thought to be stored and may repossess the same.

(5) The Company at the time of purchase of a new vehicle from a supplier will register said vehicle in the Company’s name.  Upon transfer of the property in the goods from the Company to the Customer (in terms of clause 4), the registration will be transferred into the Customer’s name.

5. Price and Payment

(1)  Unless otherwise expressly agreed in writing, the price is payable on delivery of goods with invoice.  If the Customer does not take delivery when requested, the price is payable 7 days after the Company has requested the Customer to take delivery, together with a reasonable charge for the care and storage of the goods.

(2) Time for payment is of the essence and if payment is not received with the stated payment terms the Company may require the Customer to pay interest at the rate of 5% over the Bank of England base rate per month from the date of invoice compounded monthly until payment.

(3)  If payment is not received within the stated payment terms, the Company will be entitled to levy reasonable administration charges (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to Company) incurred by them in taking steps to secure payment.

(4)  Unless otherwise stated, all payments are to be made in Sterling to the Company’s address as stated on the invoice.

(5) Where any Agreement to supply goods provides for goods to be delivered by instalments which are to be separately paid for, such agreement shall not be severable and failure by the Customer to pay for or accept delivery of any instalment by the due date, shall entitle the Company as its option to treat the whole Agreement with the Customer as repudiated.

(6) All orders are accepted on the basis of the price of the goods at the date of delivery.  The price may be increased by the Company at its discretion to take account of fluctuations in exchange rates or increases in cost of the goods to it or taxes or otherwise.

(7)  The price shall be payable without any deduction or set-off.

6. Cancellation

The Customer is not permitted to cancel any order with the Company for any reason, unless expressly confirmed in writing by the Company subject to a cancellation fee.

7. Warranty and Liability

(1)  The Company shall accept liability for those defects in the goods only to the extent that they are covered under the manufacturer or supplier’s guarantee, and only for so long as said guarantee remains in force in application to the goods, provided that the Customer notifies the Company promptly of such a defect and where the Customer arranges for the prompt return to the Company of the defective goods at the Customer’s risk and expense.

(2)  The warranty or guarantee provided in terms of Clause 7(1) shall apply only to those goods where the Customer has made payment in full to the Company in terms of the Agreement between the parties, as provided for in Clause 5.

(3)  Save as herein specifically provided and save to the extent that the same cannot by statute be excluded, all conditions and warranties or representations expressed or implied statutory or otherwise in relation to the goods are hereby excluded.  Nothing in this clause shall exclude the undertakings implied within the provisions of the Sale and Supply of Goods Act 1994.

(4)  The Company does not exclude liability in respect of death or personal injury which results from the negligence of the Company, its employees, agents or sub-contractors

(5)  The Company shall not be liable for any financial consequential or indirect loss suffered by the Customer or any third party whether such loss arises from breach of a duty in contract, or delict or in any other way including but without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contracts, loss of data, damage to the property of the Customer or anyone else (other than damage caused by the negligence of the Company or any of its employees, agents or subcontractors) and personal injury to the Customer or anyone else (except so far as  such injury is attributable to the Company’s negligence). 

(6)  To be valid any claim against the Company whether in contract or in delict must be brought within two years of the date of invoice and any such claim shall be, limited to an amount by way of liquidate damages equal to the invoiced  value of the goods in respect of  which the claim is made.

8. Exclusions from Liability

The Company shall not be liable to the Customer for any failure to perform its obligations due to any circumstances beyond its control, including but without limitation to strikes, lockouts, industrial disputes, failure of power supplies delays caused by any other person, firm or company, delays caused by any manufacturer of the goods, riots, civil disturbances, war or warlike activity, embargoes, fire, explosion, flood or natural causes) and in such event the Company may elect by written notice to cancel any Agreement with the Customer or elect that the time for performance shall be extended until such time as the Company can reasonably effect performance.

9. Waiver

If the Customer shall be in breach of these Conditions then the failure by the Company to require the Customer to rectify the same shall not create any assumption that such a breach has been waived by the Company.

10. Notices.

All demands notices and other communications from the Customer shall be in writing and addressed to the Company at the address shown on invoices delivered by it to the Customer at the address given by them for delivery of invoices (or as subsequently notified by one to the other in writing) and shall be deemed to have been duly given or made by letter 48 hours after being posted first class postage pre-paid or if delivered by hand at the time of delivery or if given or made by fax at the time of sending and the automatic fax receipt will be proof of sending and proof of delivery shall be when the party shall receive the answer back from the party to whom it was sent.

11. Law and Jurisdiction

These Terms and Conditions of Sale shall be governed by and construed in accordance with Scottish law and any dispute arising out of these Terms and Conditions shall be referred to the jurisdiction of the Courts of Scotland.