TERMS AND CONDITIONS – VEHICLE CONVERSIONS AND SL FITTED DECALS – SL VEHICLE SOLUTIONS LIMITED
Prepared for SL Vehicle Solutions Limited
These Conditions are for the supply by SL of vehicle racking goods and vehicle conversion services (including SL fitted decals services)
to its business customers via face to face, electronic and online orders.
1 INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
SL: SL Vehicle Solutions Limited, a company registered in England and Wales with company number 10542087. VAT number: [insert VAT number]
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Change: an amendment to:
(a) the scope, nature, volume or execution of the Goods and/or Services under this Contract; or
(b) any other term of this Contract.
Change Control Procedure: the procedure for agreeing a Change, as set out in clause 14.
Conditions: these terms and conditions as amended by SL from time to time or otherwise in accordance with clauses 14.4 or 23.8.
Commencement Date: shall have the meaning given to it in clause 2.2.
Contract: the contract between SL and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed
accordingly.
Customer: the person or firm who purchases the Goods and/or Services from SL as named on the Order.
Customer Materials: any materials owned by the Customer, excluding Customer Vehicles and all Goods.
Customer Vehicles: any vehicle owned by the Customer.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK (including the
General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Directive
2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as
amended), and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in
force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic
communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to
a party.
Deliverables: the deliverables set out in the Order produced by SL for the Customer.
Delivery Location: has the meaning given in clause 4.1.2
Force Majeure Event: has the meaning given to it in clause 22.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plan(s) or drawing(s), which is agreed in writing between the
Customer and SL.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and
domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights
in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and
trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and
rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent
rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form (including orders
via online platforms) or the Customer’s written acceptance of SL’s written Quotation, as the case may be.
Quotation: any written quotation issued by SL to the Customer in respect of goods and/or services.
Services: the services, including the Deliverables, supplied by SL to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by SL to the Customer.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or
statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email.
2 BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when SL issues written acknowledgment of the Order at which point and on
which date the Contract shall come into existence (Commencement Date).
2.3 If the Customer has an approved credit account with SL, acceptance by SL of any Order will be subject strictly to the
Customer’s credit account not being overdue for any payment and SL reserves all rights to reject any Customer Order at SL’s
discretion.
2.4 Any samples, drawings, descriptive matter or advertising issued by SL and any descriptions of the Goods or descriptions of
the Services issued or published by SL are for the sole purpose of giving an approximate idea of the Services and/or Goods described in
them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate,
or which are implied by trade, custom, practice or course of dealing.
2.6 Any Quotation given by SL shall not constitute an offer, and is only valid for a period of one calendar month from its date of
issue, unless otherwise specifically set out by SL within the Quotation. Any delivery or performance dates outlined within a Quotation
are provisional only.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is
specified.
2.8 All Goods Specifications and Services Specifications agreed in the Order shall be non-variable unless changed by SL in
accordance with these Conditions or by the Customer in accordance with clause 14.
2.9 Once an Order has been accepted by SL, Order cancellations (in whole or in part) shall not be permitted without SL’s prior
written consent. In the event that a Customer wishes, and SL agrees, to cancel all or part of any Order, the Customer shall:
2.9.1 return any Goods already received to SL, at the Customer’s expense, within 28 days of receipt of the Goods; and
2.9.2 pay to SL the sum equal to 20% of the price of the Goods (to which the cancellation applies), by way of restocking fee.
SL shall refund any sums received from the Customer in respect of the cancelled Order within 30 days of SL issuing written consent to
cancel the Order, less any sums payable by the Customer pursuant to clause 2.9.2. For the avoidance of doubt, SL will only consider
cancellations in respect of Orders for standard Goods. SL shall not accept any cancellation request in respect of bespoke or special
Goods or made-to order Goods Orders.
3 GOODS
3.1 The Goods are described in SL’s catalogue (including SL’s online and electronic catalogues), as modified by any applicable
Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the
Customer shall indemnify SL 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 costs (calculated on a full indemnity basis) and all other
professional costs and expenses) suffered or incurred by SL arising out of or in connection with any claim made against SL for actual or
alleged infringement of a third party’s intellectual property rights arising out of or in connection with SL’s use of the Goods Specification.
This clause 3.2 shall survive termination of the Contract.
3.3 SL reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and
SL shall notify the Customer in any such event.
3.4 SL reserves the right to amend the Goods Specification in the event of a raw materials shortage so to replace any identified
raw materials with a suitable alternative, provided that any substitution does not have a material impact on the Goods Specification.
4 DELIVERY OF GOODS
4.1 All Goods:
4.1.1 SL shall ensure that each delivery of the Goods is accompanied by a delivery note.
4.1.2 Delivery and/or collection of the Goods shall be as agreed between the parties in the Order and, unless otherwise agreed
between the parties, the Delivery Location and terms of delivery and/or collection shall be as determined in accordance with clauses 4.2.1
and 11.3.
4.1.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. SL shall not
be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide SL with
adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.1.4 If SL fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining
replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. SL shall have no
liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to
provide SL with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.2 Goods-only Orders (This clause applies to Goods-only Orders and not to Orders incorporating SL’s fitting Services):
4.2.1 Unless otherwise agreed between the parties, SL shall deliver the Goods to the location set out in the Order (Delivery
Location) at any time after SL notifies the Customer that the Goods are ready. If the parties agree (in the alternative) that the Customer
shall collect the Goods from SL’s premises (as set out in the Order) or such other SL premises as may be agreed before collection, such
collection location shall be the Delivery Location and the Customer shall collect the Goods from the Delivery Location within 5 Business
Days of SL notifying the Customer that the Goods are ready for collection.
4.2.2 Delivery of the Goods (for Goods-only Orders only) shall be completed on the completion of unloading (if delivered by SL) or
loading (if collected by the Customer) of the Goods at the Delivery Location.
4.2.3 On completion of delivery, the Customer (or any individual instructed to collect Goods on the Customer’s behalf) shall be
required to sign a delivery note confirming that the Goods have been inspected by the Customer. For the avoidance of doubt, completion
of the delivery note by the Customer shall not forfeit the Customer’s rights in relation to any agreed warranty (i.e. for Goods shortages,
non-compliance with Services Specifications and/or Goods Specifications or defective Goods or workmanship) but shall act as proof that
the Goods were without obvious damage or defect at the point of collection.
4.2.4 SL may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a
separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.2.5 The Customer shall notify SL in writing within 3 Business Days of the date of delivery of the Goods of any Goods defects or
shortages, pursuant with clause 5.2.1.
4.2.6 If the Customer fails to accept or take (as the case may be) delivery of the Goods within 3 Business Days of SL notifying the
Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by SL’s failure to
comply with its obligations under the Contract in respect of the Goods, SL shall store the Goods until delivery takes place, and charge
the Customer for all related costs and expenses (including insurance).
4.2.7 If 10 Business Days after SL notified the Customer that the Goods were ready for delivery the Customer has not accepted or
taken (as the case may be) delivery of them, SL may resell or otherwise dispose of part or all of the Goods.
5 QUALITY OF GOODS
5.1 SL warrants to the Customer that on delivery all Goods shall conform in all material respects with any applicable Goods
Specification and that:
5.1.1 all Goods manufactured by SL shall be free from material defects in design, material and workmanship for 3 years from the
date of delivery; and
5.1.2 all Goods manufactured by a third-party and sold by SL shall be free from material defects in design, material and
workmanship for 12 months from the date of delivery.
5.2 Subject to clause 5.3, SL shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods
in full if:
5.2.1 the Customer gives notice in writing within a reasonable time of discovery (and not later than 5 Business Days from the date of
delivery and/or collection) that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 SL is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by SL) returns such Goods to SL’s place of business at the Customer’s cost.
5.3 SL shall not be liable for the Goods’ failure to comply with any SL warranty (including any referred to in clause 5.1) if:
5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with the specific warranty instructions or
clause 5.2 (as applicable);
5.3.2 the defect arises because the Customer failed to follow SL’s oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3 the defect arises as a result of SL following any drawing, design, Goods Specification or Service Specification supplied by the
Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of SL;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or
regulatory standards.
5.4 Except as provided in this clause 5, SL shall have no liability to the Customer in respect of the Goods’ failure to comply with
the warranty referred to in clause 5.1.
5.5 For the avoidance of doubt, the warranty provided by SL in clause 5.1 is provided to the Customer only and neither the
warranty not those remedies available to the Customer under clause 5.2 shall not be available to any third party to whom Goods are
subsequently sold or otherwise made available to.
5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by SL.
6 TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery in accordance with these Conditions.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 SL receives payment in full (in cash or cleared funds) for the Goods; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 to the extent reasonably practicable, store the Goods separately from all other goods held by the Customer so that they remain
readily identifiable as SL’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on SL’s behalf from the
date of delivery and/or collection (whichever may be applicable);
6.3.4 notify SL immediately if it becomes subject to any of the events listed in clause 20.1.2 to clause 20.1.4; and
6.3.5 give SL such information relating to the Goods as SL may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise)
before SL receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as SL’s agent; and
6.4.2 title to the Goods shall pass from SL to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 20.1.2 to
clause 20.1.4, then, without limiting any other right or remedy SL may have:
6.5.1 the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2 SL may at any time:
6.5.2.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into
another product; and
6.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in
order to recover them.
7 SUPPLY OF SERVICES
7.1 SL shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 SL shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification,
but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 SL cannot be held responsible for any third party delays in the supply of materials and components
7.4 SL warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 Where SL receives Customer Vehicles and/or Customer Materials for the provision of Services, the Customer acknowledges
and accepts that some components of the Customer Vehicles and/or Customer Materials (as applicable) may require removal and/or
alteration in order for SL to effectively supply the Services (and associated Goods).
7.6 SL shall use its reasonable discretion as to what components are removed and/or altered.
7.7 SL shall notify the Customer of any and all components that SL removes from the Customer Vehicles and/or Customer
Materials and shall make these components available for collection and/or delivery to the Customer (each at the Customer’s cost and risk)
for a period of 15 Business Days after notification.
7.8 If the Customer agrees to SL disposing of the components or if, 15 Business Days after SL notifies the Customer that the
components are ready for collection and/or delivery, the Customer has not collected them or confirmed instructions (and paid SL) for
delivery, SL may resell or otherwise dispose of part or all of the components at SL’s sole discretion and title to such components shall
pass to SL directly before any such resale or disposal.
7.9 The nature of the Services (and in particular, installation Services) is such that occasionally SL will be required to make
changes to the Services Specification and/or Goods Specification (as applicable) during the installation process. SL reserves the right to
make such changes, without prior notification to the Customer, if necessary to comply with any applicable law or regulatory requirement,
or if the amendment will not materially affect the nature or quality of the installation Services, and SL shall notify the Customer in any
such event.
7.10 If, due to any fault or delay by the Customer, SL is delayed from commencing Services or any part thereof, SL shall be
entitled to charge the Customer for any additional costs incurred by SL that are associated with such fault or delay.
8 VEHICLE GRAPHICS INSTALLATION SERVICES
8.1 Where the Order includes Services relating to installation of vehicle graphics and those Services are to be performed by SL at
a location, as set out in the Order, that location is not SL’s own premises (Installation Location), the provisions of clauses 8.2 and 8.3
shall apply.
8.2 Unless otherwise agreed in writing with SL, the Customer shall:
8.2.1 make the Customer Vehicle(s) available to SL at the Installation Location on the agreed date (and time-frame, where
applicable) for the purpose of performing the Services;
8.2.2 present the Customer Vehicle(s) to SL in a clean and dry state, free from vehicle wax and/or grease;
8.2.3 the Customer Vehicle(s) must be sited undercover and with a minimum ambient temperature of 18 degrees Celsius (18oC). In
addition the Installation Location must:
8.2.3.1 have adequate lighting;
8.2.3.2 have access to utilities (including a mains electrical point within 5 metres of the Customer Vehicle(s));
8.2.3.3 be well ventilated;
8.2.3.4 have clear, unobstructed access around the Customer Vehicle(s); and
8.2.3.5 be reasonably dirt and dust free,
8.2.4 where the Services relate to vehicle wrapping, the Customer shall ensure the Installation Location is maintained at a
temperature of 12 degrees Celsius (12oC) whilst the Services are being performed and for a period of 12 hours thereafter.
8.3 If a member of SL’s personnel attends the Installation Location at the time and date detailed in the Order and is unable to
perform the Services due to the Customer’s failure to meet the requirements of clause 8.2, the Customer shall be obligated to pay for the
Services in full. To re-arrange the Services, the Customer shall be required to submit a new Order (for which it shall be required to pay the
charges outlined in that Order in full).
8.4 The overall finish achieved by SL in the performance of the Services will be affected by any existing damage to the Customer
Vehicle(s) or irregular paint surface (including surface corrosion or rust). The Customer acknowledges and agrees that SL shall not be
liable for any failure of the Services to comply with any SL warranty (including any referred to in clause 7) if that failure is a result of
existing damage to or insufficient paint or surface quality of the Customer Vehicle(s). This clause 8.4 shall apply to all vehicle graphics
installation service, whether performed at an Installation Location or on SL’s premises.
9 CUSTOMER’S OBLIGATIONS
9.1 The Customer shall:
9.1.1 ensure that the terms of the Order and any information it provides in the Service Specification and/or the Goods Specification
are complete and accurate;
9.1.2 co-operate with SL in all matters relating to the Goods and Services;
9.1.3 provide SL with such information and materials as SL may reasonably require in order to supply the Goods and/or Services
(as set out in the Order), and ensure that such information is complete and accurate in all material respects;
9.1.4 supply accurate chassis arrival dates, SL cannot guarantee production for early or delayed vehicles
9.1.5 obtain and maintain all necessary licences, permissions, insurances and consents which may be required for the Services before
the date on which the Services are to start;
9.1.6 comply with all applicable laws, including health and safety laws; and
9.1.7 comply with any additional obligations as set out in the Service Specification and the Goods Specification.
9.2 If SL’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the
Customer or failure by the Customer to perform any relevant obligation (Customer Default):
9.2.1 without limiting or affecting any other right or remedy available to it, SL shall have the right to suspend performance of the
Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any
of its obligations in each case to the extent the Customer Default prevents or delays SL’s performance of any of its obligations;
9.2.2 SL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SL’s
failure or delay to perform any of its obligations as set out in this clause 9.2; and
9.2.3 the Customer shall reimburse SL on written demand for any costs or losses sustained or incurred by SL arising directly or
indirectly from the Customer Default.
9.3 The Customer may, with SL’s prior agreement, arrange for a third party to carry out works on the Customer Vehicle(s) whilst
the Customer Vehicles are located at SL’s premises. Where SL consents to the same, the Customer:
9.3.1 shall agree in advance with SL the date (and, if required by SL, time-frame) on which the third party may attend SL’s
premises to carry out such works;
9.3.2 shall agree in advance with SL any facilities, utilities or access requirements of the third party;
9.3.3 shall procure that the relevant third party shall:
9.3.3.1 comply with all reasonable standards of safety and comply with SL’s health and safety procedures from time to time in force
at the premises where the works will be provided;
9.3.3.2 comply with all applicable laws, including health and safety laws;
9.3.3.3 obtain and maintain all necessary licences, permissions, insurances and consents which may be required for the works before
the date on which they are to be performed;
9.3.3.4 co-operate with SL in all matters relating to the Goods, Services and Customer Vehicles;
9.3.3.5 comply with SL’s instructions with respect to the premises; and
9.3.3.6 not interfere or be of detriment to any function or activity performed by SL at the premises,
9.3.4 shall ensure any third party works do not interfere or delay the supply of Goods or Services by SL under this Agreement; and
9.3.5 acknowledges and agrees that SL shall in no circumstances be liable for works performed by the third party, including any
damage to the Customer Vehicles.
9.4 The Customer may, with SL’s prior agreement, arrange for goods or materials to be delivered to SL’s premises for receipt
and/or use by a third party performing works on the Customer Vehicles pursuant with clause 9.3. Where SL receives such materials, the
Customer acknowledges that SL shall not be responsible for inspecting the materials on delivery (including inspecting materials for
damage, defect or shortage), nor shall SL be responsible for any loss or damage to the materials whilst in SL’s possession.
10 CUSTOMER VEHICLE AND CUSTOMER MATERIAL DELIVERIES TO SL
10.1 The Customer shall not arrange for delivery to SL of any Customer Vehicles and/or Customer Materials unless the date (and,
if required by SL, time-frame) for delivery of such Customer Vehicles and/or Customer Materials has been agreed in advance by SL. For
the avoidance of doubt, dates must be confirmed in writing by SL.
10.2 Any delivery of Customer Vehicles and/or Customer Materials not delivered in accordance with clause 10.1, may, at SL’s
discretion, be rejected (at the Customer’s cost) and/or subject to delivery re-scheduling (again, at the Customer’s cost).
10.3 All Customer Vehicles and/or Customer Materials shall, on delivery to SL, be required to undergo a physical appraisal by SL.
Such appraisal shall be carried out in the presence of the Customer’s delivery personnel (or any individual who delivers the Customer
Vehicles on the Customer’s behalf) and will involve a check for external damage. An appraisal form will be completed by SL and the
Customer’s delivery personnel (or such other individual who delivers the Customer Vehicles on the Customer’s behalf) will be required to
countersign, on behalf of the Customer, the appraisal form to confirm acceptance of the content of the appraisal form, a copy of which
will be made available to the Customer.
10.4 Should a Customer vehicle be delivered to SL and the base vehicle specification not match the SL conversion specification,
the planned conversion date may be impacted and additional charges may apply.
10.5 SL shall be entitled, at its sole discretion, to reject delivery of the Customer Vehicles and/or Customer Materials (at the
Customer’s cost) if the Customer’s delivery personnel (or any individual who delivers the Customer Vehicles on the Customer’s behalf)
refuses or fails to countersign the appraisal form.
11 COLLECTIONS OF CUSTOMER VEHICLES AND CUSTOMER MATERIALS FROM SL
11.1 SL shall notify the Customer when the Customer Vehicle(s) and/or Customer Materials are ready for collection. The Customer
shall not be permitted to collect the Customer Vehicles and/or Customer Materials before such notification is received.
11.2 Upon receipt of notification from SL pursuant to clause 11.1, the Customer shall contact SL to arrange a date (and, if
required by SL, time-frame) within 5 Business Days for collection of the Customer Vehicles and/or Customer Materials from SL’s
premises. For the avoidance of doubt, the Customer shall in no circumstances be entitled to access SL’s premises to access or collect a
Customer Vehicle and/or Customer Materials unless pre-arranged with SL.
11.3 The Customer shall collect the Customer Vehicles and/or Materials (as applicable) from SL’s premises (the Delivery Location)
within 5 Business Days of SL notifying the Customer that the Customer Vehicles and/or Customer Materials are ready for collection.
11.4 If the Customer fails to collect the Customer Vehicles and/or Customer Materials within 5 Business Days of SL notifying the
Customer that the Customer Vehicles and/or Customer Materials (as applicable) are ready, then except where such failure or delay is
caused by a Force Majeure Event or by SL’s failure to comply with its obligations under the Contract in respect of Services to the
Customer Vehicles and/or Customer Materials (as applicable) SL shall store (onsite or offsite, depending on available space) the
Customer Vehicles and/or Customer Materials (as applicable) until delivery takes place, and charge the Customer for all related costs and
expenses (including insurance). Minimum charges will be applied as follows:
- £15.00 + VAT per vehicle (administration charge)
- £60.00 + VAT per vehicle (movement charge)
- £ 5.00 + VAT per vehicle, per day (storage charge)
11.5 If 45 Business Days after SL notified the Customer that the Customer Vehicles and/or Customer Materials (as applicable) were
ready for collection the Customer has not taken delivery of them, SL may resell or otherwise dispose of part or all of the Customer
Vehicles and/or Customer Materials and SL shall further be entitled to exercise a lien over such Customer Vehicles and/or Customer
Materials as is necessary to account for monies owed by the Customer to SL (including interest and charges set out in these Conditions).
11.6 All Customer Vehicles and/or Customer Materials shall, prior to collection, be required to undergo a physical appraisal by SL.
Such appraisal will involve a check for external damage. An appraisal form will be completed by SL and the Customer’s collection
personnel (or any individual collecting the Customer Vehicles on the Customer’s behalf) will be required to countersign, on behalf of the
Customer, the appraisal form to confirm the Customer Vehicles are without obvious damage or defect at the point of collection, a copy of
which will be made available to the Customer.
11.7 At the point of collection of the Customer Vehicles and/or Customer Materials, the Customer’s collection personnel (or any
individual who collects the Customer Vehicles on the Customer’s behalf) shall be required to inspect the Customer Vehicles and/or
Customer Materials (as applicable). The Customer’s collection personnel shall be required to sign, on behalf of the Customer, a delivery
note to confirm the Customer Vehicles and/or Customer Materials are received in good condition, a copy of which will be made available
to the Customer.
11.8 For the avoidance of doubt, completion of the delivery note by the collection personnel shall not forfeit the Customer’s rights
in relation to any agreed warranty (i.e. for Goods shortages, non-compliance with Services Specifications and/or Goods Specifications or
defective Goods or workmanship) but shall act as proof that the Customer Vehicle and/or Customer Materials (as applicable) were without
obvious damage or defect at the point of collection.
11.9 The Customer must notify SL of:
11.9.1 any Goods shortages;
11.9.2 any workmanship and/or Goods defects; and
11.9.3 any deviations in the Services and/or Goods from the Services Specification and/or Goods Specification,
associated with the Customer Vehicle and/or Customer Materials fitting Services no later than 5 Business Days after collection by the
Customer.
11.10 SL shall have no liability to the Customer for any damage to the Customer Vehicle and/or Customer Materials (as applicable)
not included within the appraisal form and/or notified to SL at the time of collection and no such claim for damages notified to SL
after collection of the Customer Vehicles and/or Customer Materials (as applicable) shall be entertained by SL.
12 REPAIRS TO CUSTOMER VEHICLES AND/OR CUSTOMER MATERIALS
12.1 Where SL receives Customer Vehicles and/or Customer Materials for the provision of Services, the Customer acknowledges
and accepts that the Customer Vehicles and/or Customer Materials (as applicable) may require repair prior to SL continuing with the
Services.
12.2 SL shall use its reasonable discretion as to what, if any, repairs are required. SL shall notify the relevant manufacturer of
such requirements and shall liaise directly with the manufacturer to arrange such repairs. Should repairs result in additional costs to the
Customer, either SL or the relevant manufacturer will contact the Customer to agree such costs prior to carrying out repairs.
12.3 SL shall not be liable for any delay in commencing Services (or any part thereof) that is caused by the repairs of any
Customer Vehicles and/Customer Materials which are received damaged.
13 INSURANCE
13.1 Where Customer Vehicles and/or Customer Materials are made available to SL for the purpose of SL carrying out the
Services, the Customer shall ensure that all such Customer Vehicles and/or Customer Materials are insured with a reputable insurer, for
their full replacement value, against loss, theft and damage. SL shall only be responsible (and shall insure against) loss, theft and damage
to Customer Vehicles and/or Customer Materials to the extent that such loss, theft and/or damage is directly caused by the negligence of
SL or of SL’s employees, agents, consultants or subcontractors.
14 CHANGE CONTROL
14.1 Should the Customer wish to make a change to an Order after such Order has been accepted by SL, the Customer may submit
a written request for Change to SL in accordance with this clause 14, no less than 12 weeks prior to the planned conversion date, but no
Change will come into effect until a Revised Quotation has been signed by the authorised representatives of both parties.
14.2 If the Customer requests a Change:
14.2.1 the Customer will submit a written request to SL containing as much information as is necessary to enable SL to prepare a
revised Quotation (Revised Quotation); and
14.2.2 on receipt of a request, SL will, unless otherwise agreed, send to the Customer a Revised Quotation.
14.3 A Revised Quotation must contain sufficient information to enable the Customer to assess the Change, including as a minimum:
14.3.1 the title of the Change;
14.3.2 the originator of the Change and date of request;
14.3.3 description of the Change;
14.3.4 details of the effect of the proposed Change on:
14.3.4.1 the Goods and Services (including the effect on the Goods Specification and/or Service Specification);
14.3.4.2 the price;
14.3.4.3 any estimated performance and/or delivery dates;
14.3.4.4 any other term of the Contract;
14.3.5 the date of expiry of validity of the Revised Quotation; and
14.3.6 provision for signature by the Customer and SL.
14.4 If, following the Customer’s receipt of a Revised Quotation pursuant to clause 14.2 or clause 14.3, the parties agree with the
terms of the relevant Revised Quotation, the parties will sign the Revised Quotation and that Revised Quotation will amend the original
Order, the planned conversion date and the Contract.
15 CHARGES AND PAYMENT
15.1 The price for Goods shall be the price set out in the Order and shall be exclusive of all costs and charges of packaging,
insurance, transport of the Goods (unless otherwise agreed in writing by SL), which shall be invoiced to the Customer.
15.2 The charges for Services shall be the charges set out in the Order.
15.3 SL reserves the right to:
15.3.1 increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any
increase in the cost to SL that is due to:
15.3.1.1 any factor beyond the control of SL (including foreign exchange fluctuations, increases in taxes and duties, and increases in
labour, materials and other manufacturing costs); in particular:
- MEPS Europe Steel price index increases or decreases by more than 15% when compared to the price on the
contract award date.
- LME Aluminium price index increases or decreases by more than 15% when compared to the price on contract
award date.
- British Plastics Federation price index increases or decreases by more than 15% when compared to the points on the
contract award date
15.3.1.2 a Revised Quotation signed by both parties;
15.3.1.3 any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give
SL adequate or accurate information or instructions in respect of the Goods and/or Services.
15.4 In respect of Goods and/or Services, unless SL has agreed credit terms in writing with the Customer prior to accepting the
Order, SL shall invoice the Customer on a pro-forma basis, such invoices to be paid:
15.4.1 in full and in cleared funds to a bank account nominated in writing by SL; and
15.4.2 before the 28th day of the month following the date of the invoice.
15.5 If SL has agreed to provide credit account facilities to the Customer, the Customer’s credit and payment terms shall be as
confirmed by SL and, unless otherwise confirmed, shall require payment from the Customer in full and cleared funds to a bank account
nominated in writing by SL on or before the 28th day of the month following the date of the invoice.
15.6 Time for payment shall be of the essence of the Contract and SL reserves the right to refuse to accept an Order and/or
withhold delivery of an Order until any overdue amounts in respect of the Order in question or any previous orders and/or other
payments are paid to SL in full.
15.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable
from time to time (VAT), unless otherwise stated. The Customer shall, on receipt of a valid VAT invoice from SL, pay to SL such
additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the
supply of the Services or Goods.
15.8 If the Customer fails to make a payment due to SL under the Contract by the due date, then, without limiting SL’s remedies
under clause 20 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum,
whether before or after judgment. Interest under this clause 15.8 will accrue each day at 4% a year above the Bank of England’s base rate
from time to time.
15.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than
any deduction or withholding of tax as required by law).
15.10 SL may at any time set off any of its liability to the Customer against any liability of the Customer’s to SL, whether either
liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by SL
of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
15.11 All amounts due under the Contract by the Customer to SL shall be paid in full without any set-off, counterclaim, deduction
or withholding (other than any deduction or withholding of tax as required by law).
16 INTELLECTUAL PROPERTY RIGHTS
16.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and Services (other than Intellectual
Property Rights in any materials provided by the Customer) shall be owned by SL.
16.2 SL grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive,
royalty-free licence to the Intellectual Property Rights in the Goods and Services for the purpose of receiving and using the Goods and
Services.
16.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 16.2.
16.4 The Customer grants SL a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials
provided by the Customer to SL for the term of the Contract for the purpose of providing the Goods and Services to the Customer. The
Customer warrants that it has authority (or has obtained all necessary consents) to grant the rights given under this clause 16.4.
17 DATA PROTECTION AND DATA PROCESSING
17.1 The parties shall each comply with their obligations under the Data Protection Legislation.
18 CONFIDENTIALITY
18.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business,
affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.
18.2 Each party may disclose the other party’s confidential information:
18.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of
carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives,
subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 18; and
18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under
the Contract.
19 LIMITATION OF LIABILITY
19.1 Nothing in these Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence, or
the negligence of its employees, agents or subcontractors; or for fraud or fraudulent misrepresentation.
19.2 Subject to clause 19.1, SL shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of
statutory duty, or otherwise, arising under or in connection with the Contract for:
19.2.1 loss of profits;
19.2.2 loss of sales or business;
19.2.3 loss of agreements or contracts;
19.2.4 loss of anticipated savings;
19.2.5 loss of use or corruption of software, data or information;
19.2.6 loss of or damage to goodwill; and
19.2.7 any indirect or consequential loss.
19.3 Subject to clause 19.1, SL’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory
duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.
19.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of
Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
19.5 This clause 19 shall survive termination of the Contract.
20 TERMINATION
20.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by
giving written notice to the other party if:
20.1.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to
remedy that breach within 28 days after receipt of notice in writing to do so;
20.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any
composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or
by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry
on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction;
20.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its
business; or
20.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s
capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
20.2 Without affecting any other right or remedy available to it, SL may terminate the Contract with immediate effect by giving
written notice to the Customer if:
20.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or
20.2.2 there is a change of Control of the Customer.
20.3 Without affecting any other right or remedy available to it, SL may suspend the supply of Services or all further deliveries of
Goods under the Contract or any other contract between the Customer and SL if the Customer fails to pay any amount due under the
Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 20.1.2 to clause 20.1.4, or SL
reasonably believes that the Customer is about to become subject to any of them.
21 CONSEQUENCES OF TERMINATION
21.1 On termination of the Contract:
21.1.1 the Customer shall immediately pay to SL all of SL’s outstanding unpaid invoices and interest and, in respect of Services and
Goods supplied but for which no invoice has been submitted, SL shall submit an invoice, which shall be payable by the Customer
immediately on receipt;
21.1.2 the Customer shall return any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then SL
may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible
for their safe keeping and will not use them for any purpose not connected with this Contract;
21.1.3 subject to SL receiving payment in full pursuant to clause 21.1.1, the Customer shall be required to collect the Customer
Vehicles and/or Customer Materials (as applicable) within 28 days of the date of termination. To collect the Customer Vehicles and/or
Customer Materials, the Customer must arrange a time-frame for collection in accordance with clause 11.2. The Customer shall otherwise
have no right to gain access to SL’s premises for the purpose of collecting Customer Vehicles and/or Customer Materials. If no such
payment is received pursuant to clause 21.1.1, SL shall, at its sole discretion, be entitled to exercise a lien over the Customer Vehicles
and/or Customer Materials (as applicable) in respect of the unpaid amounts and SL shall have a right of sale after 30 days from date of
termination.
21.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up
to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the
date of termination.
21.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full
force and effect.
22 FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for any delay or failure to perform any of its obligations under the Contract,
where that party (the Affected Party) is prevented, hindered or delayed in or from performing any of its obligations under the Contract by
a Force Majeure Event. For the purposes of this Contract, “Force Majeure Event” shall mean any event, circumstance or cause beyond the
Affected Party’s reasonable control, including (without limitation): acts of God, flood, drought, earthquake or other natural disaster;
epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition
of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any
action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or
prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute,
strikes, industrial action or lockouts, and any interruption or failure of utility service.
23 GENERAL
23.1 Assignment and other dealings. SL may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or
deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage,
charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without
SL’s prior written consent.
23.2 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and
shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or
its principal place of business (in any other case); or sent by email to the email address specified in the Order.
Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at
the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am
on the second Business Day after posting or at the time recorded by the delivery service; or if sent by email, at 9.00 am on the next
Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action.
23.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall
not affect the validity and enforceability of the rest of the Contract.
23.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be
deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the
Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of
that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent
or restrict the further exercise of that or any other right or remedy.
23.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint
venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any
commitments for or on behalf of the other party.
23.6 Entire agreement. The Contract (and any document expressly referenced within it) constitutes the entire agreement between
the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that
it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
23.7 Third parties rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Contract.
23.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and
signed by the parties (or their authorised representatives).
23.9 Governing law and Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out
of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England
and Wales. Each party irrevocably agrees that, save as for applications for and enforcement of interim relief and judgments by SL, for
which the Courts of England and Wales shall have non-exclusive jurisdiction, the courts of England and Wales shall have exclusive
jurisdiction to settle any such dispute or claim.
