Terms and Conditions of Business
The Customer’s attention is drawn to paragraphs 7.2 and 7.6.
These terms and conditions (“Conditions”) apply to all quotations, offers and contracts for the supply of any goods or services by Recovery World Limited (registered number 4123198) whose registered office address is at Kilby Fox & Co, Pavilion Court, Northampton Business Park, Northampton, NN4 7SL (“Recovery World”) to any customer unless otherwise agreed in advance in writing by a duly authorised officer of Recovery World. A larger typeface of these Conditions is available on request.
1.1 In these Conditions, the following definitions will have the following meaning:
“Contract” these Conditions, the Order Form and (if applicable) any additional terms specified in the Order Form;
“Customer” the party who purchases Goods and/ or Services from Recovery World;
“Goods” any goods agreed in the Contract to be purchased by the Customer from Recovery World (including any part of them, thus including any Recovery Equipment);
“Order Form” Recovery World’s order form which specifies the Customer’s order for Goods and/ or Services;
“Recovery Equipment” the equipment installed by Recovery World as specified on the Sales Confirmation;
“Sales Confirmation” the document provided to the Customer confirming the details of sale and specifying the equipment to be installed by Recovery World; and
“Services” any services agreed in the Contract to be purchased by the Customer from Recovery World.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Subject to any variation permitted in accordance with these Conditions, the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
1.4 Each order or acceptance of a quotation for Goods and/ or Services by the Customer will be deemed to be an offer by the Customer to purchase Goods and/ or Services from Recovery World subject to these Conditions and the relevant Order Form (and if applicable any additional terms specified in an Order Form (“Special Terms”)). In the event of conflict, the Order Form will prevail over the Special Terms and these Conditions, and the Special Terms will prevail over these Conditions.
1.5 The Customer’s offer to purchase Goods and/ or Services will not be accepted by Recovery World until a written acknowledgement of order is issued by Recovery World or (if earlier) Recovery World delivers the Goods to the Customer and/ or commences the provision of Services.
2.1 Unless agreed otherwise in writing by Recovery World, any quotation provided by Recovery World is valid for a period of 28 days. The price of Goods and Services is as set out in an Order Form.
2.2 Unless otherwise stated in writing by Recovery World, the price for the Goods and/ or Services will be expressed exclusive of value added tax and all cost or charges in relation to packaging, loading, unloading, carriage and insurance, for which the Customer will be liable.
3.1 Delivery of the Goods will take place at the location confirmed by Recovery World which, unless agreed otherwise in writing by Recovery World, shall be at Recovery World’s place of business. The Customer will take delivery of the Goods within 7 days of Recovery World giving the Customer notice that the Goods are ready for delivery.
3.2 All delivery times quoted are estimates only and time for delivery will not be made of the essence by notice. Recovery World will not be liable for any direct, indirect or consequential loss (including without limitation, loss of profits, business, revenue, data, goodwill or anticipated savings), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or commencement of the supply of Services (even if caused by Recovery World’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
3.3 If for any reason, the Customer fails to accept delivery of any Goods when they are ready for delivery, or Recovery World is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
3.3.1 risk in the Goods will pass to the Customer (including for loss or damage caused by Recovery World’s negligence);
3.3.2 the Goods will be deemed to have been delivered; and
3.3.3 Recovery World may store the Goods until delivery, whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
3.4 The Customer will (at its expense) provide at the point of delivery of the Goods adequate and appropriate equipment and manpower.
3.5 Recovery World will not be liable for any damage to the Goods (even if caused by Recovery World’s negligence) unless the Customer given written notice to Recovery World of the damaged Goods within 5 working days of delivery.
3.6 Recovery World is entitled to refuse delivery of the Goods to, and/ or provision of the Services at, the Customer’s premises if Recovery World, in its sole opinion, believes that it would be unsafe, unlawful or unreasonably difficult, or if the Customer’s premises (or access to them) is unsuitable for Recovery World’s vehicles.
- Payment terms
4.1 Unless otherwise agreed in writing by Recovery World, payment of the price for Goods and/ or Services is due in cash (or otherwise in cleared funds) on delivery, unless the Customer has an approved credit account with Recovery World. The Customer shall pay any deposit required by Recovery World and any deposit paid to Recovery World by the Customer is non-refundable.
4.2 Subject to clause 5.4, if the Customer has an approved credit account, payment is due no later than 30 days after the end of the month of the date of Recovery World’s invoice (unless otherwise agreed in writing by Recovery World).
4.3 If the Customer fails to pay Recovery World any sum due to Recovery World, Recovery World will be entitled to:
4.3.1 suspend or cancel future deliveries of Goods and Services;
4.3.2 cancel any discount offered to the Customer;
4.3.3 charge interest on the invoiced sum at 8% above the base lending rate of Barclays Bank plc from time to time from the date of the invoice to the date of payment; and
4.3.4 enter upon the Customer’s premises to recover any Goods supplied by Recovery World to which title has not passed.
4.4 If the Customer has an approved credit account, Recovery World may at any time without notice withdraw the facility, reduce the credit limit or bring forward the due date for any payments.
4.5 The Customer will make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Recovery World to the Customer.
All queries including invoices must be submitted in writing within 21 days of the invoice date.
- Risk and Title
6.1 The Goods are at the risk of the Customer from the time of delivery.
6.2 Title to the Goods will not pass to the Customer until Recovery World has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to Recovery World from the Customer on any account.
6.3 Until title to the Goods has passed to the Customer, the Customer will:
6.3.1 hold the Goods on a fiduciary basis as Recovery World’s bailee;
6.3.2 store the Goods (at no cost to Recovery World) separately from all other goods of the Customer or any third party to ensure that the Goods are readily identifiable as Recovery World’s property;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.4 maintain the Goods in satisfactory condition and keep the Goods insured on Recovery World’s behalf for their full price against all risks to the reasonable satisfaction of Recovery World. On request, the Customer will produce the policy of insurance to Recovery World.
6.4 The Customer is entitled to resell the Goods before title has passed to the Customer subject to the following conditions:
6.4.1 any sale will be effected in the ordinary course of the Customer’s business at full market value; and
6.4.2 any such sale will be a sale of Recovery World’s property on the Customer’s behalf and the Customer will deal as principal when making such a sale.
6.5 The Customer’s right to possession of the Goods will terminate immediately:
6.5.1 if Recovery World’s revokes the Customer’s right upon written notice; or
6.5.2 on the occurrence of any of the events listed in clause 9.1.2.
6.6 Recovery World will be entitled to recover payment of the Goods notwithstanding that title to any of the Goods has not passed from Recovery World.
6.7 The Customer grants Recovery World and its agents an irrevocable licence to, at any time, enter any premises where the Goods are or may be stored in order to inspect the Goods, or, where the Customer’s right to possession has terminated, to recover the Goods.
6.8 On termination of the Contract, howsoever caused, Recovery World’s (but not the Customer’s) rights contained in this clause 5 will remain in effect.
7.1 Recovery World warrants to the Customer that it will perform the Services with reasonable skill and care. If any of the Services do not conform with this warranty, Recovery World will (at its option) re-supply or refund the price charged for the defective part of the Services.
7.2 Used Goods are sold as seen in the course of trade and the Customer is responsible for undertaking any checks considered necessary by the Customer to confirm that the Goods are suitable for its purposes. To the extent permitted by applicable law, Recovery World disclaims all warranties with respect to the vehicle, either express or implied, including but not limited to any implied warranties of quality or fitness for any particular purpose.
7.3 Unless confirmed otherwise in an Order Form, Recovery World warrants that new Recovery Equipment will be free from material structural defects for a period of one year and free from material mechanical defects for a period of one year, both from the date of delivery (provided always that the Customer and/ or any third party (other than Recovery World) have not modified or altered the new Recovery Equipment in any way). Any modification or alteration of new Recovery Equipment by the Customer and/ or by a third party will render this warranty invalid. If any new Recovery Equipment does not conform with this warranty, Recovery World will (at its option) repair or replace the defective part of the new Recovery Equipment.
7.4 The warranty provided in paragraph 7.3 is provided on a back to base basis only. The Customer is responsible for arranging, facilitating and baring the costs of returning the Goods to Recovery World at the address outlined in paragraph 7.5. Recovery World will be responsible for arranging, facilitating and baring the costs of returning the Goods to the Customer. Recovery World is not responsible for any loss, costs or expenses incurred by the Customer whilst the Goods are unavailable to them and the Recovery Equipment is being repaired or replaced by Recovery World in accordance with paragraph 7.3.
7.5 In accordance with paragraph 7.4 the Customer must return the Goods to the following address: Recovery World Ltd., Fluens Industrial Estate, Picket Piece, Andover, Hampshire, SP11 6LU. Recovery World shall not accept the return of Goods at any alternative address.
7.6 Recovery World provides no warranty as to any new Goods save for the warranty for the Recovery Equipment only as per paragraph 7.3. Upon the title of the Goods transferring to the Customer, in accordance with paragraph 6.2 above, Recovery World will provide the Customer’s details to the manufacturer of the Goods and it is Recovery World’s understanding that the manufacturer shall then register the Customer for a one year warranty with regards the Goods (excluding the Recovery Equipment which shall be covered by paragraph 7.3 above) from the date the title of the Goods has transferred. Recovery World makes no guarantee to this effect and should the Customer experience any issues or technical difficulties with the Goods (save for the Recovery Equipment) or should they wish to have sight of the full details of the manufacturer’s warranty then they are asked to contact the manufacturer directly. Contact details are available upon request from Recovery World.
- Specification and Design
8.1 If Recovery World supplies the Goods in accordance with the Customer’s specifications or instructions, the Customer:
8.1.1 must ensure that the specification or instructions are accurate;
8.1.2 must ensure that the Goods supplied in accordance with those specifications or instructions will be fit for the purpose for which it intends to use them;
8.1.3 warrants that the specifications or designs will not result in the infringement of any intellectual property rights (including, without limitation, copyright, design rights, patents and confidentiality) owned by a third party; and
8.1.4 will, upon demand, indemnify Recovery World against all loss, damage, cost or expense or any other liability which Recovery World incurs or suffers as a result of the warranty in clause 8.1.3 being untrue.
8.2 Recovery World retains title (including, but not limited to, to intellectual property rights, such as copyright and registered and unregistered design rights) in all specifications, plans, drawings, patterns, blueprints, descriptions, designs, formulations, know-how, technical information and advice supplied to the Customer. Any such information the Customer obtains is confidential and the Customer may not publish it, or disclose it to any third party, or make use of it without Recovery World’s prior written consent.
9.1 Recovery World will have the right, without prejudice to its other rights or remedies, to terminate the Contract immediately by notice to the Customer:
9.1.1 if the Customer is in material or persistent breach of any of its obligations under any Contract and either that breach is incapable of remedy or the Customer has failed to remedy that breach within 30 days after receiving written notice requiring it to do so; or
9.1.2 if the Customer (being an individual) has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors, or enters into liquidation (except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation), or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer, or the Customer ceases or threatens to cease to carry on its business.
9.2 On termination of the Contract, the Customer will on demand reimburse Recovery World for any stock (finished or unfinished) it holds or has ordered in connection with performing Recovery World’s obligations under the Contract.
- Limitation of liability
10.1 Recovery World does not exclude or limit its liability to the Customer for death or personal injury or breach of any obligations implied by s12 Sale of Goods Act 1979 or s2 Supply of Goods and Services Act 1982.
10.2 Subject to clauses 10.1 and 10.3, the liability of Recovery World in respect of breaches of the Contract or of any other duty to the Customer or for negligence in connection with the subject matter of the Contract be limited to the price paid by the Customer under the Contract.
10.3 Subject to clause 10.1, in no event will Recovery World be liable to the Customer for any of the following however and whenever arising:
10.3.1 loss of profits, business, revenue, data, goodwill or anticipated savings; and/ or
10.3.2 indirect or consequential loss or damage.
10.4 Each party agrees that the limitations of liability contained in these Conditions have been discussed, negotiated and agreed between the parties in the context of the other provisions of the Contract and satisfy the requirement of reasonableness within the meaning of s2(2) and s11 of the Unfair Contract Terms Act 1977.
10.5 The parties expressly agree that should any limitation or provision in the Contract be held to be invalid under any applicable statute or rule of law it will to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability will be subject to the other limitations and provisions set out in the Contract.
- Force majeure
11.1 If either party is prevented or delayed in the performance of any of its obligations under the Contract by a circumstance outside its reasonable control (“Force Majeure”) that party will forthwith serve notice in writing on the other party specifying the nature and extent of the circumstance giving rise to the Force Majeure, and will subject to service of such notice have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.
- Customer Indemnity
12.1 The Customer will, upon demand, indemnify Recovery World against all loss, damage, cost or expense or any other liability which Recovery World incurs or suffers as a result of the Customer breaching any of its obligations under the Contract.
13.1 Each party will keep confidential and not disclose to any third party any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party (“Confidential Information”) unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of the Contract or subsequently comes lawfully into the possession of such party from a third party.
13.2 The provisions of this clause 13 will remain in full force and effect notwithstanding any termination of the Contract.
14.1 The Contract will contain the whole agreement between the parties in respect of subject matter of the Contract and supersedes any prior written or oral agreement between them relating to it and the parties confirm that they have not entered into the Contract on the basis of any representations that are not expressly incorporated in the Contract. Nothing in the Contract will, however, operate to limit or exclude any liability for fraud.
14.2 No amendment to the Contract will be binding unless made in writing and signed by duly authorised representatives of both parties.
14.3 The Customer will not assign, charge or otherwise transfer to a third party any of its rights or obligations hereunder without the prior written consent of Recovery World.
14.4 No waiver of any breach of the other party’s obligations hereunder will represent a waiver of the waiving party’s rights hereunder or of any subsequent breach.
14.5 The parties respectively will and will procure that any other necessary party will execute all such documents and do all acts and things as may reasonably be required on or subsequent to completion of the Contract for securing each of the obligations of the parties under the Contract.
14.6 In the event that the Customer is more than one entity, each entity will be jointly and severally liable to Recovery World for the Customer’s obligations under the Contract.
14.7 No term of the Contract will be enforced by a third party (being any person other than the parties and their permitted successors and assignees).
14.8 Any notice to effect suspension or termination of the whole or any part of the Contract:
14.8.1 will be made in writing and either delivered personally or sent by first class recorded delivery to the party to whom the notice is addressed at its address as set out in the Contract or such other address as either party may specify by notice in writing to the other;
14.8.2 in the absence of evidence of earlier receipt will be deemed to have been duly given:
(a) if delivered personally, when left at the address referred to in 14.8.1; or
(b) if sent by first class recorded delivery, at the time recorded by the delivery agent.
14.9 For the avoidance of doubt electronic mail will be deemed to be “writing” for the purpose of the Contract but this will not prejudice the express requirements for delivery of notices under clause 14.8.
14.10 If any provision of the Contract is held to be void or unenforceable in whole or in part, the Contract will continue to be valid as to the other provisions thereof and the remainder of the affected provision.
14.11 The Contract will be binding on and will continue for the benefit of the permitted successors and permitted assigns (as the case may be) of each of the parties.
14.12 All provisions of the Contract will so far as they are capable of being performed and observed continue in full force and effect notwithstanding any expiry or earlier termination.
14.13 If any dispute arises out of the Contract the parties will attempt to settle it by negotiation. A party may not serve an ADR notice or commence court proceedings until 21 days after it has made a written offer to the other party to negotiate a settlement to the dispute.
- Applicable Law
15.1 The Contract is governed by and construed in accordance with the laws of England and Wales and each party to the Contract submits to the exclusive jurisdiction of the English courts.