Terms and conditions

1     Definitions

1.1 “Seller” shall mean ACT Performance Products Ltd its successors and assigns or any person acting on behalf of and

with the authority of  ACT performance products Ltd.

1.2 “Client” shall mean the person or entity described as such on the invoices, application for credit, quotation

or any other forms to which these terms and conditions apply, and shall include any person acting on

behalf of and with the authority of such person or entity.

1.3  “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the

Client if a Limited Liability Client on a principal debtor basis.

1.4  “Goods shall mean goods supplied by the seller to the client ( and where the context so permits shall

include any supply of services as hereinafter defined) and are as described on the invoices, quotation or

any other forms as provided by the seller to the client.

1.5  “Services” shall mean all services supplied by the seller to the client and includes any advice or

recommendations (and where the context so permits shall include any supply of goods as defined above).

1.6  “Price” shall mean the cost of the goods as agreed between the seller and the client subject to clause 3 of

this contract .

2      Acceptance

2.1   Any instruction received by the seller from the client for the supply of goods and/or the clients

acceptance of goods supplied by the seller shall constitute acceptance of the terms and conditions

contained herein.

2.2   Where more than one client has entered into this agreement, the clients shall be jointly and severally

liable for all payments of the price.

2.3   Upon acceptance of these terms and conditions by the client and the terms and conditions are irrevocable

and can only be amended with the written and signed consent of the seller.

2.4   The client undertakes to give the seller at least fourteen (14) days notice of any change in the clients

name, address and/or any other change in the clients details.

3      Price and Payment

3.1   at the seller’s sole discretion;

a      as indicated on invoices provided by the seller to the buyer in respect of goods supplied; or

b        the seller’s quoted price (subject to clause 3.2) which shall be binding upon the seller provided that

the buyer shall accept the seller’s quotation in writing within thirty (30) days.

3.2   The seller reserves the right to change the price in the event of a variation to the seller’s quotation.

3.3   At the seller’s discretion a deposit may be required.

3.4   Time for payment for the goods shall be of the essence and will be stated on the invoice or any other

forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.

3.5   At the seller’s sole discretion:

a      payment shall be due on delivery of goods, or

b      payment shall be due before delivery of the goods, or payment for approved client’s shall be made by

instalments in accordance with the seller’s payment schedule, or

c      payment for approved client’s shall be made by instalments in accordance with the seller’s payment

schedule, or

d      Payment for approved client’s shall be due thirty (30) days following the date of an invoice.

3.6    payment will be made by cash, or by cheque, or by bank cheque, or by debit card, or by credit card, or by

direct credit, or by any other method as agreed to between the client and the seller.

3.7   VAT and other taxes and duties that may be applicable shall be added to the price except when  they are

expressly included in the price.

4      Third Party Expenses

4.1   Because of the nature of the goods supplied the seller may incur third party costs, which will be

passed on to the client. These may include but are not limited to shipping and handling of special orders,

or design and licence of a requested product, and any other costs incurred by the seller on behalf of the

client and will be charged as an extra cost on the invoice.

5      Delivery of Goods

5.1   At  the seller’s sole discretion delivery of the goods shall take place when;

a      the client takes possession of the goods at the seller’s address or

b      the client takes possession of the goods the client’s address (in the event that the goods are delivered by the

seller or the seller’s nominated carrier); or

c      the client’s nominated carrier takes possession of the goods in which event the carrier shall be deemed to be

the client’s agent.

5.2   At the seller’s sole discretion the costs of delivery are;

a     included in the price, or

b      in addition to the price, or

c      for the client’s account.

5.3   The client shall make all arrangements necessary to take delivery of the goods whenever they are tendered

for delivery. I n the event that the client is unable to take delivery of the goods as arranged then the

seller shall be entitled to charge a reasonable fee for redelivery.

5.4   Delivery of the goods to a third party nominated by the client is deemed to be delivered to the client for

the purposes of this agreement.

5.5   The seller may deliver the goods by separate instalments. Each separate instalment shall be invoiced and

paid for in accordance with the provisions in these terms and conditions.

5.6   Clients wishing to open a credit account with the seller are required to complete a New Account

Application. The seller reserves the right to refuse credit to the client.

5.7   Failure of the seller to deliver shall not entitle either party to treat this contract as repudiated.

5.8   the seller shall not be liable for any loss or damage whatever due to failure by the seller to deliver the

goods(or any of them) promptly or at all.

6      Risk

6.1   The seller retains ownership nonetheless, all risk for the goods passes to the client on delivery.

6.2   If any of the goods are damaged or destroyed following delivery but prior to ownership passing to the

client, the seller is entitled to receive all insurance proceeds payable for the goods. The production of

these terms and conditions by the seller is sufficient evidence of the seller’s right to receive the

insurance proceeds without the need for any person dealing with the seller’s to make further enquiries.

7      Title

7.1   It is the intention of the seller and agreed by the client that ownership of the goods shall not pass until;

a      the client has paid all amounts owing for the particular goods, and

b      the client has met all other obligations due by the buyer to the seller in respect of all contracts between the

seller and the client.

7.2   Receipt by the seller of any form of payment other than cash shall not be deemed  to be payment until that

form of payment has been honoured, cleared or recognised and until then the seller’s ownership or rights

in respect of the goods shall continue.

7.3   It is further agreed that;

a      where practical the goods shall be kept separate and identifiable until the seller shall have received

payment and all other obligations of the client are met; and

b      until such time as ownership of the goods shall pass from the seller to the client the seller may  give notice

in writing to the buyer to return the goods or any of them to the seller. Upon such notice the rights of

the client to obtain ownership or any other interest in the goods shall cease; and

c      the seller shall have the right of stopping the goods in transit whether or not delivery has been made; and

d      if the client fails to return the goods to the seller then the seller or the seller’s agent may enter upon and

into land and premises owned, occupied or used by the client, or any premises as the invitee of the

client, where the goods are situated and take possession of the goods ; and

e      the client is only the bailee of the goods and until such time as the seller has received payment in full for

the goods then the client shall hold all proceeds from the sale or disposal of the goods on trust for the

seller; and

f      the client shall not deal with the money of the seller in any way which may be adverse to the seller; and

g      the client shall not charge the goods in any way nor grant otherwise give any interest in the goods while

they remain the property of the seller; and

h      the seller can issue proceedings to recover the price of the goods sold notwithstanding that ownership of

the goods may not have passed to the client;  and

I      until such time that ownership in the goods passes to the client, if the goods are converted into other

products, for example made into a bigger collection or gift set, the parties agree that the seller will be the

owner of the end products.

8      Buyer’s Disclaimer

8.1   The client hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim

restitution arising out of any misrepresentation made to the client by the seller and the client

acknowledges that the goods are brought relying solely upon the client’s skill and judgement..

9      Defects

9.1   the buyer shall inspect the goods on delivery and shall within three (3) days notify the seller of any

alleged defect, shortage in quantity, damage or failure to comply with the description or quote.

The client shall afford the seller an opportunity to inspect the goods within a reasonable time following

delivery if the client believes the goods are defective in any way. If the client shall fail to comply with

these provisions the goods shall be presumed to be free from any defect or damage. For defective

goods, which the seller has agreed in writing that the client is entitled to reject, the seller’s liability is

limited to either ( at the seller’s discretion) replacing the goods or repairing the goods.

9.2   No goods shall be accepted for return except in accordance with 9.1 above.

10    Returns

10.1                 Returns will be accepted provided that;

a      the client has complied with the provisions of clause 9.1; and

b      the seller has agreed in writing to accept the return of the goods; and

c      the goods are returned at the client’s own cost within seven (7) days of the delivery date; and

d      the seller will not be liable for goods which have not been stored or used in a proper manner; and

e      the goods are returned in the condition in which they were delivered and with all packaging

material in as new condition as reasonably possible in the circumstances.

10.2  The seller will not accept the return of goods for credit

10.3  The seller may (in its discretion) accept the return of goods for credit  or refund  but this may incur a

handling fee of 10% of the value of the returned goods plus any freight.

11     Warranty

11.1  The seller shall not be bound by nor responsible for any term, condition, representation or warranty other

than by the manufacturer of the goods.

11.2  In the case of second hand goods, The client acknowledges that he has had full opportunity to inspect the

same and that he accepts the same with all faults and that no warranty is given by the seller as to

the quality or suitability of for any purpose and any implied warranty, statutory or otherwise, is

expressly excluded. The seller shall not be responsible for any loss or damage to the goods, or caused by

the goods, or any part thereof howsoever arising.

11.3  To the extent permitted by law, no warranty is given by the seller as to the quality or suitability of the

goods for any purpose and any implied warranty is expressly excluded. The seller shall not be responsible

for any loss or damage to the goods, or caused by the goods, or any part thereof howsoever arising.

12     Sale of Goods Act 1983 and Sale of goods and supply of services act 1980.

12.1  This agreement is subject to the provisions of the Sale of Goods Act 1983 and the Sale of  Goods and

the Supply of Services Act 1980 in all cases except where the client is contracted within the terms of

trade/business(which cases are specifically excluded).

12.2  Notwithstanding clause 12.1 nothing in this agreement is intended to have the effect of contracting

out of any applicable provisions of the Sale of Goods Act 1983 or the Supply of Goods and Services Act

1980,  except to the extent permitted by those acts where applicable.

13     Intellectual Property

13.1  Where the seller has designed, drawn or written services for the client, then the copyright in those

designs and drawings shall remain  vested with the seller, and shall only be used by the client at the

sellers discretion.

13.2  The client warrants that all designs or instructions to the seller will not cause the seller to infringe

any patent, registered design or trademark in the execution of the client’s order.

14     Default  and Consequences of Default

14.1  Interest on overdue invoices shall accrue from the date that payment becomes due daily until the date of

payment  at a rate of2.5% per calender month and such interest shall compound monthly at such a rate

after as well as before any judgement in addition an per late payment law an administration amount will

be charged;  or

14.2  If the client defaults in payment of any invoice when due, the client shall indemnify the seller from

and against all costs and disbursements incurred by the seller in pursuing the debt including but not

limited to legal costs on a solicitor and own client basis and the the seller’s collection agency costs.

14.3  Without prejudice to any other remedies the seller may have, if at any time the client is in breach                         of any

obligation ( including those relating to payment), the seller may suspend or terminate the supply of goods

to the client and any of its other obligations under the terms and conditions. The seller will not be liable

to the client for any loss or damage the client may suffer because the seller exercised its right under the

clause.

14.4  Without prejudice to the seller’s other remedies through the law the seller shall be entitled to cancel all

or any part of any order of the client’s which remains undelivered in addition to and without prejudice

to any other remedies and all amounts owing to the seller shall, whether or not due for payment become

immediately payable in the event that;

a       any monies payable to the seller becomes overdue, or in the seller’s opinion the client will not be able

to meet its payments as they fall due; or

b       the client becomes insolvent, convenes a meeting with its creditors or proposes to enter into an

arrangement with creditors, or makes an assignment for the benefit of its creditors; or

c       a receiver, manager, liquidator 9 provisional or otherwise) or similar person is appointed in respect of the

client or any asset of the client.

15     Security and Charge

15.1 Despite anything to the contrary contained herein or any other rights which the seller may have howsoever;

a       where the buyer and/or guarantor (if any) is the owner of of land, property or any other asset capable of

being charged, both the client and/or the guarantor agree to mortgage and /or charge all of their joint and/

or several interest in the said land , property or other asset to the seller or the seller’s nominee to secure all

amounts and other monetary obligations payable under the terms and conditions. The client and/or the

guarantor acknowledge and agree that the seller or the seller’s nominee shall be entitled to lodge where

appropriate a caveat, which caveat shall be released once all payments and other monetary obligations

payable hereunder have been met.

b       should the seller elect to proceed in any  manner in accordance with this clause and/or its sub-clauses, the

client and/or guarantor shall indemnify the seller from and against all  the seller’s costs and

disbursements including legal costs on a solicitor and own client basis.

C       The client and/or the guarantor (if any) agree to irrevocably nominate, constitute and appoint the seller or

the seller’s nominee as the client’s and/or guarantor’s true and lawful attorney to perform all necessary

acts to give effect to the provisions of this clause 15.1.

16     Cancellation

16.1  the seller may cancel these terms and conditions or cancel delivery of goods at any time before the goods

are delivered by giving written notice. On giving such notice the seller shall repay to the client any sums

paid in respect of the price. The seller shall not be liable for any loss or damage whatever arising from

such cancellation.

16.2  In the event that the client cancels delivery of the goods or service the client shall be liable for any and all

costs incurred by the seller including but not limited to any loss of profits up to the time of cancellation.

17     Data Protection Act 1988 and 2003

17.1  the client and the guarantors if separate to the client authorise the seller to;

a       collect, retain and use any information about the client, for the purpose of assessing the client’s

creditworthiness or marketing products and services to the client; and

b       to disclose information about the client, whether collected by the seller from the client directly or obtained

by the seller from any other source, to any other credit provider or any credit reporting agency for the

purpose of providing or obtaining a credit reference, debt collection or of listing default by the client on

publicly accessible credit reporting databases.

17.2  where the client is an individual the authorities under clause 17.1 are authorities or consents for the

purpose of the data protection act 1988 and date protection act 2003.

17.3  The client shall have the right to request the seller for a copy of the information  about the client retained

by the seller and the right to request the seller to correct any incorrect information about the client.

18     General

18.1  If any provision of these terms and conditions shall be invalid, void illegal or unenforceable the validity,

existence, legality, and enforcement of remaining provisions shall not be affected, prejudiced or impaired.

18.2  these terms and conditions and any contract to which they apply shall be governed by the laws of England

and Wales and are subject  to the courts of Sussex and/or Surrey.

18.3  The seller shall be under no liability whatever to the buyer for any indirect loss and/or expense suffered by

the client arising out of a breach by the seller of these terms and conditions.

18.4  In the event of any breach of this contract  by the seller the clients remedies shall be limited to damages

not to exceed the price of goods under any circumstances.

18.5  The client shall not be allowed to set off against or deduct from the price any sums owed or claimed to be

owed to the client by the seller.

18.6  The seller may licence or subcontract any or all of its rights and obligations without the client’s consent.

18.7  The seller reserves the right to review or amend these terms and conditions at any time. The change would

have immediate effect and clients would be notified on receipt of a new set of Terms and conditions

18.8  Neither party shall be liable for any default due to any act of God, war terrorism, strike, lock out, industrial

action, fire, flood drought, storm or other event beyond the reasonable control of either party.

Produced Designed and  Protected By Keith Holman  email @ gunterkh@yahoo.co.uk for your tailored T & Cs

Due to holidays, there may be a delay in sending your order out from Monday 21st August until Friday 1st September. Dismiss