1.1 In these terms and conditions of sale:-
the "Company" means Chamberlain Precision Limited trading as “CPL Racing”.
the "Goods" means any item of whatsoever nature which is to be sold by the Company or customer owned vehicle
the "Purchaser" means the person, firm or body corporate which buys or has agreed to buy the Goods or the Services.
the “Services” means services of any nature whatsoever to be supplied by the Company and shall, where the context so admits, include the fitting of Goods and tuning of vehicles and the accessories, materials and labour necessary to complete that fitting and tuning as well as the mapping/tuning of an engine or motor vehicle whether supplied by the Company or by the Purchaser.
1.2 These terms and conditions of sale shall apply to and form part of every contract of sale entered into by the Company. All orders are accepted and executed on the understanding that the Purchaser is bound by these terms and conditions of sale. Where there is any inconsistency between these terms and conditions of sale and any conditions which the Purchaser seeks to impose, these terms and conditions of sale shall prevail.
1.3 No contract shall come into being unless and until the Purchaser has accepted these terms and conditions of sale either expressly or by implication.
2. Limits of Contract
The contract includes only such Goods and Services as are specified in the quotation (whether oral or in writing) given by the Company or in any acknowledgement accompanying these terms and conditions of sale.
3.1 The price payable for the Goods and Services shall unless otherwise stated by the Company in writing be the quoted price or if no price has been quoted the list price of the Company current at the date of the order.
3.2 Unless otherwise expressly stated to be firm for a period the Company's prices are subject to variation to take account of variations in wages, materials, hiring of equipment and other costs. The Company accordingly reserves the right to adjust the invoice price without notice by the amount of any increase or decrease in such costs after the price was quoted.
3.3 Unless stated otherwise by the Company all prices are exclusive of Value Added Tax and carriage which will be charged at the applicable rate and recoverable by the Company as part of the price.
4.1 Unless otherwise agreed in writing, payment shall be made strictly in accordance with the terms of the quotation given by the Company.
4.2 The Company may, in its discretion, render such interim invoice or invoices as it considers desirable.
4.3 Unless otherwise agreed in writing, all deposits made for goods and services are non-returnable and, in its discretion, the Company may render an invoice for the full amount of goods and services ordered.
4.4 Time for payment shall be of the essence of the contract. If payment is tendered by cheque that payment shall not be deemed made until the cheque has been cleared.
4.5 Without prejudice to any other rights it may have the Company is entitled to charge interest at 2% above the Santander Bank Plc standard variable rate from time to time applying from the date any payment is due until the date payment is made.
4.6 Additionally and without prejudice to its other rights the Company shall be entitled to recover all direct expenses reasonably incurred by the Company in collecting or attempting to collect amounts due to it by the Purchaser.
4.7 If the Purchaser fails to make any payment when due in accordance with these terms and conditions the Company reserves the right in its absolute discretion and without prejudice to any of its other rights or remedies to suspend the supply, fitting, installation or tuning or delivery of Goods and Services under any current or future order until such payment has been made in full or at the Company's option to cancel the balance of the order. The Company shall hold the Purchaser liable for costs it incurred in respect of Goods and Services in the event that it suspends or cancels the order in accordance with these terms and conditions.
4.8 The Company shall be entitled to bring an action for the price or part thereof whether or not the property in the Goods has passed or the Services have been completed.
4.9 The Purchaser shall under no circumstances whatsoever be entitled to claim any retention from the purchase price or the amount due under any invoice.
5.1 Delivery of the Goods and Services shall be completed when those goods have been delivered to the Purchaser or if the contract so requires, when fitting and/or the tuning is completed.
5.2 All times or dates nominated for delivery of the Goods and Services are given in good faith but are only approximate and time for delivery shall not be of the essence of the contract.
5.3 The Company shall not be liable in any way whatsoever for the consequences of any delay in delivery or in the carrying out of any work under the contract.
5.4 The Purchaser shall collect the Goods within two days of being notified by the Company that they are available for collection. If the Purchaser fails to collect the Goods within the time nominated, the Company reserves the right to charge the Purchaser a daily fee for storage at the rate from time to time applying and notified at the Company’s premises. The Company shall be entitled to exercise a lien over the Goods until all monies, including storage charges, have been paid in full.
5.5 Any quotation given by us stall not constitute an offer to sell and unless previously withdrawn is open for 7 calendar days, after which time the quotation is subject to revision.
If the Company has agreed to supply Goods or provide Services, the Purchaser must ensure that all conditions contained in the Company’s quotation (whether given orally or in writing) are complied with prior to delivering any vehicle to the Company. The Company reserves the right in its absolute discretion to refuse to supply Goods or Services if it appears to the Company that the Purchaser has not satisfactorily complied with the conditions of its quotation.
7.1 The Company shall be under no obligation to alter or vary any part of the contract for any work connected therewith. Any alteration to or addition to or amendment or other variation of the specification shall, if requested by the Purchaser, be subject to the agreement of the Company and shall not be binding upon it unless accepted by the Company in writing.
7.2 In the event of any such variation, the Company shall be entitled to adjust the contract price to reflect the costs involved and to adjust delivery dates or schedules.
8. Passing of Property and Risk
8.1 The risk in the Goods shall pass to the Purchaser immediately on delivery of the Goods.
8.2 The property in the Goods shall remain with the Company which reserves the right to dispose of the Goods until payment in full for all the Goods has been received by it in accordance with the terms of this contract. While the Goods remain the property of the Company the Purchaser shall keep the Goods identifiable and separate from all other Goods in its possession.
8.3 Until such payment as aforesaid has been received in full by the Company the Company shall be entitled to retain possession of the Goods or the Purchaser shall be under an obligation to re-deliver the Goods to the Company if the Company so requires and the Company shall be entitled at any time to re-take possession of the Goods and for that purpose to enter upon any land or premises of the Purchaser where the Goods may be for the time being. The Company shall be entitled, where the Goods have been fixed or attached to land occupied by the Purchaser or to any other property, to detach the Goods from the said land or other property in order to recover possession of them. Such re-delivery or re-taking of possession shall be without prejudice to the obligations of the Purchaser to purchase the Goods. If the Purchaser sells any of the Goods before the property in the Goods has passed to the Purchaser the Purchaser shall hold the proceeds of such sale in trust for the Company. The Purchaser shall at the request of the Company assign to the Company its rights to receive the proceeds of such sale.
9.1 The Company makes no representation whatsoever that any Goods or Services will be suitable for any purpose intended by the Purchaser or that any Goods or Services when supplied will perform to any specific standard or produce any specific level of performance for the Purchaser. Save as may be expressly required by law, the Company gives no warranty whatsoever in relation to the Goods or the Services, owing to the unusual stress placed on competition and high performance products and/or the impossibility of monitoring the subsequent use or modification of the Goods or Services which have been supplied.
9.2 This does not affect your statutory rights.
10. Consequential Loss
The Company shall not be liable for any consequential loss suffered by the Purchaser and in particular the Company shall not be liable for any costs, claims, damages or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits income production or accruals or by reference to the accrual of such costs, claims, damages or expenses on a time basis.
11. Intellectual Property
All intellectual property rights including without limitation all drawings, designs, patterns, materials, engine/electronic control unit maps and manufacturing processes created, obtained or provided by the Company for the purposes of fulfilling any order or proposed order by the Purchaser shall be and remain the Company's property absolutely together with any intellectual property rights therein and the Company reserves the right to protect its intellectual property rights in any manner it considers appropriate, including without limiting the generality of the foregoing, locking any engine/electronic control unit maps.
The Company reserves the right to sub-contract the whole or any part of the work necessary to fulfil an order for a Purchaser.
13. Force Majeure and other circumstances.
The Company shall be entitled without liability on its part and without prejudice to its other rights to terminate the contract or unfulfilled part thereof or at its option to suspend or make partial deliveries or extend the time or times for delivery if the manufacture of the Goods by the Company or the Company's suppliers or the delivery of the Goods or the performance of the Company of any of its obligations under the contract is hindered or delayed whether directly or indirectly by reason of the Purchaser failing to furnish necessary instructions or information, or by war or other hostilities, civil commotion, act of God, Government action or legislation, interruption of transport, strike, lock-out or other form of industrial action, accidents or stoppages to works, shortage of labour, materials, equipment, fuel or power, breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Company or its sub-contractors, whether or not such cause exists at the date of the order, but without prejudice to the Company's rights to recover payment for Goods already delivered or fitted.
14. Descriptive Matter and Illustrations
All descriptions and illustrations and particulars issued by the Company in internet web sites, catalogues, price lists, advertising matter and forwarding specification are by way of general descriptions and approximate only and shall not form part of any contract or give rise to any liability on the part of the Company.
In the event of the Purchaser committing any breach of this contract or if any distress or execution is levied on the Purchaser, his Goods or assets, or if the Purchaser enters into any negotiations or arrangement or composition with or for the benefit of his creditors or permits any act of bankruptcy or if any petition in bankruptcy shall be presented against him or if being a body corporate the Purchaser shall be wound-up or if any resolution is proposed or petitioned to wind-up the Purchaser (not being a members voluntary winding-up for the purposes of re-construction or amalgamation without insolvency) or if the receiver of the Purchaser's assets or undertaking or part thereof shall be appointed or if the Purchaser shall be deemed unable to pay its debts or applications made for an administration order or such order is granted, the Company shall be entitled without prejudice to any other claim or right or remedy which it may have, forthwith to suspend any or all deliveries until the default has been made good or to determine the contract or any unfulfilled part thereof.
16. Law of Contract
All contracts to which these terms and conditions of sale apply shall be deemed to have been made in England and be governed by and construed in accordance with English Law.