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 .
2.1 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
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
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.
6.1 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.
7.1 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
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..
9.1 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.
10.1 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.
11.1 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
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
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.
16.1 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
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.
18.1 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 @ email@example.com for your tailored T & Cs