CONDITIONS OF SALE
- Terms and conditions for delivery are only applicable in the UK.
- Unless otherwise agreed delivery of the goods shall take place at the Purchaser’s place of business.
- Where Nimbus Motorsport makes delivery of the goods to the Purchaser’s place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at Nimbus Motorsport’s option, be borne by the Purchaser.
- If for any reason the Purchaser does not accept delivery of any of the goods when they are ready for delivery, then the goods will be deemed to have been delivered, risk passing to the Purchaser (including for loss or damage caused by Nimbus Motorsport’s negligence) and Nimbus Motorsport may:
- store the goods until actual delivery whereupon the Purchaser will be liable for all related costs and expenses (including wi thout limitation storage and insurance): or
- sell the goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Purchaser for any shortfall below the Contract price.
- Nimbus Motorsport reserves the right to deliver in instalments and any failure to deliver one instalment will not entitle the Purchaser to terminate the Contract.
- The quantity of any consignment of goods as recorded by Nimbus Motorsport upon despatch from Nimbus Motorsport’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
- Although risk in the goods supplied passes to the Purchases on delivery, legal title in such goods shall not pass to the Purchaser until Nimbus Motorsport has received in cleared funds the full price payable for such goods and all other goods supplied by Nimbus Motorsport to the Purchaser for which payment is then due.
- Until legal title passes, the Purchaser shall hold the goods as Nimbus Motorsport’s fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other goods (whether or not supplied by Nimbus Motorsport). Until that time the Purchaser is entitled to resell or use the goods in the ordinary course of its business but shall account to Nimbus Motorsport for the proceeds of sale and pending payment shall hold such proceeds on trust for Nimbus Motorsport absolutely.
- The Purchaser’s right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 13 and / or if any sum owed to Nimbus Motorsport by the Purchaser is not paid when due.
- Until such time as legal title in the goods passes to the Purchaser, Nimbus Motorsport may at any time require the Purchases, its liquidator, receiver or administrator to return the goods and / or may repossess the goods by entering upon any premise of the Purchaser or any third party where the goods are reasonably believed to be stored.
- In addition and without prejudice to any other right or remedy available to Nimbus Motorsport, if the Purchaser is in breach of the payment terms or of any of its obligations under this condition, Nimbus Motorsport shall be entitled to:
- cancel the Contract
- suspend further deliveries; or
- terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this of action.
- Nimbus Motorsport reserves the right at any time before title in the goods has passed to the Purchaser to require the Purchas er to deliver up the goods if any of the events specified in Condition 12 occurs.
Retention of Title
- All prices displayed in both our printed and online publications are subject to VAT where applicable.
- Prices are correct at time of issue and are subject to change without prior notice.
- The price charged to the Purchaser will be the prevailing price at the time of ordering.
- Terms of payment (unless by prior arrangement) are 30 days from the date of the invoice and in default Nimbus Motorsport shall be entitled without notice to the Purchaser (even if the Purchaser has a contract with a third party) to:
- terminate any outstanding order or quotation;
- withhold and/or suspend suppliers; or
- reduce the Purchaser’s credit limit
- Nimbus Motorsport shall also be entitled, at its discretion, to receive payment of any and all monies in respect of goods supplied whether these monies would ordinarily be due for payment at that time or not.
- In addition, Nimbus Motorsport shall be entitled to charge the Purchaser interest on the amount unpaid at the rate of 8% above NatWest plc base rate until payment in full is made and the Purchaser will indemnify Nimbus Motorsport in respect of all costs incurred by Nimbus Motorsport in recovering payment, including the cost of instructing solicitors.
- No payment shall be deemed to have been received until Nimbus Motorsport has received cleared funds.
- In the event that the Purchaser tenders payment by cheque and the cheque is subsequently returned by the Purchaser’s Bankers unpaid, the Purchaser will also indemnify Nimbus Motorsport in respect of all resulting bank charges incurred by Nimbus Motorsport.
- The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by Nimbus Motorsport to the Purchaser.
- Nimbus Motorsport reserves the right to set off, deduct or discount any amounts due from Nimbus Motorsport under any other arrangement with the Purchaser against monies due to Nimbus Motorsport under the Contract.
- Payment for invoices that have been assigned to HSBC Invoice Finance (UK) Ltd must be made to HSBC Invoice Finance (UK) Ltd.
- Unless otherwise specifically agreed in writing by Nimbus Motorsport, all quotations and contracts for the supply of goods by Nimbus Motorsport are made upon these Conditions of Sales (“the Conditions”) which shall at all times override any terms and conditions which the purchaser of the goods (“the Purchaser”) imposes or seeks to impose.
- Delivery of any goods following a quotation for supply made by Nimbus Motorsport will be made only upon the Conditions. Orders are accepted subject to the Conditions.
- Any variation must be approved by an authorised Nimbus Motorsport employee and be in writing. Any quotation or estimate is given subject to the Conditions.
- The Contract means any contract made between the parties that incorporate the Conditions.
Nimbus Motorsport’s Conditions Apply
- Claims for shortages or damaged goods must be made in writing to Nimbus Motorsport within 3 days of receipt of the goods.
- Claims for non delivery must be made to Nimbus Motorsport within 10 days of date of despatch shown on invoice.
- Notwithstanding any other provision in the Contract, Nimbus Motorsport may at its option allow the Purchaser to return the goods upon the following conditions:
- that the relevant goods are non-faulty
- that the relevant goods are goods that are ordinarily held in stock at Nimbus Motorsport.
- that the Purchaser notifies Nimbus Motorsport within 10 days of delivery of its intention to return the goods:
- that the goods are returned to Nimbus Motorsport within 15 days of delivery
- Nimbus Motorsport and the Purchaser shall agree whether the goods shall be delivered by the Purchaser to Nimbus Motor sport or collected by Nimbus Motorsport from the Purchaser.
- that the goods are undamaged, in the original packaging, with all trademarks or other labelling intact and suitable for re-sale:
- The Purchaser agrees to pay Nimbus Motorsport a 15% handling fee against the return of non-faulty standard goods.
- Notwithstanding any other provision in the Contract, Nimbus Motorsport may from time to time at its sole option accept the return of non standard, non faulty goods upon separate rates, terms and conditions, to be agreed with the Purchaser in advance of any such return. Non standard goods are goods which are not ordinarily held in stock at Nimbus Motorsport.
- If Nimbus Motorsport establishes to its reasonable satisfaction that there is a defect in the goods or there is some other failure by Nimbus Motorsport in relation to the conformity of the goods with the Contract, then Nimbus Motorsport shall, at its options, at its sole discretion and within a reasonable time:
- replace such goods with goods which are in all respects in accordance with the Contract, or
- issue a credit note to the Purchaser in respect of the whole or part of the Contract price of such goods as appropriate having taken back such goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of Nimbus Motorsport under this Condition shall in no event exceed the purchase price of such goods and performance of any one of the above options shall constitute an entire discharge of Nimbus Motorsport’s liability under this warranty.
- This Condition shall not apply unless the Purchaser:
- notifies Nimbus Motorsport of the alleged defect within 3 days of the time when the Purchaser discovers or ought to have discovered the defect
- allows Nimbus Motorsport to collect the relevant goods
- complies with any reasonable request or instruction from Nimbus Motorsport; and
- affords Nimbus Motorsport a reasonable opportunity to inspect the relevant goods
- If Nimbus Motorsport elects to replace the goods pursuant to this Condition, Nimbus Motorsport shall deliver the replacement goods to the Purchaser at Nimbus Motorsport’s own expense at the address to which the defective goods were delivered and the legal title to the defective goods which are being replaced shall (if it has vested in the Purchaser) re vest in Nimbus Motorsport.
- Nimbus Motorsport shall be under no liability under the warranty in this Condition:
- in respect of any defect arising from wilful damage, negligence, abnormal storage conditions, failure to follow Nimbus Motorsport’s instructions whichever is appropriate (whether oral or in writing)
- If the total price for the goods has not been paid by the due date for payment
- in respect of any type of defect or damage specifically excluded by Nimbus Motorsport by notice in writing; or
- if the Purchaser makes any further use of the goods after giving notice in accordance with this Condition
- All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sales of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
- Subject to Condition 7 above this condition sets out the entire liability of Nimbus Motorsport (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Purchaser in respect of:
- any breach of the conditions of the contract
- any use made or resale by the Purchaser of any of the goods, or any product incorporating any of the goods; and
- any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract
- Nothing in the Conditions excludes or limits the liability of Nimbus Motorsport for death or personal injury caused by Nimbus Motorsport’s negligence, or for fraudulent misrepresentation or for any matter which it would be illegal for Nimbus Motorsport to exclude or attempt to exclude its liability.
- Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the Contract value.
- Nimbus Motorsport shall not be liable to the Purchaser for any indirect loss of profit, loss of business or depletion of goodwill or consequential loss or any claims for consequential compensation whatsoever which arise our of or in connection with the Contract.
- Any services which are subject to a separate fee and are to be performed by Nimbus Motorsport under the Contract are performed in accordance with Nimbus Motorsport’s terms and conditions of service. A copy of the terms and conditions of services are available upon request.
Safety and Product Recalls
- The Purchaser shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Purchaser shall refer its employees and customers to such instructions and guidelines.
- The Purchaser should satisfy itself that the persons responsible for the storage and use of any goods supplied by Nimbus Motorsport have all the information required on health and safety and Nimbus Motorsport shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser against Nimbus Motorsport in respect of a breach of the user instructions or any regulat ions, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
- The Purchasers shall keep Nimbus Motorsport properly informed of all complaints concerning the goods and shall comply with any directions of Nimbus Motorsport in any issues, proceedings or negotiations relating to such complaint.
- In the event of any recall of the goods by Nimbus Motorsport the Purchaser shall co-operate fully and promptly with any steps taken by Nimbus Motorsport under the Condition below.
- Nimbus Motorsport may at its discretion recall any goods already sold by Nimbus Motorsport to the Purchaser (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by Nimbus Motorsport) and/or issue any written or other notification to the Purchaser about the manner of use of any goods already sold by Nimbus Motorsport to the
Purchaser. The Purchaser agrees to give all reasonable assistance to Nimbus Motorsport or the manufacturer in resisting any claim which may arise under any recall of product by Nimbus Motorsport or the manufacturer of such product.
- Nimbus Motorsport reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Nimbus Motorsport including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s work force), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Purchaser shall be entitled to give notice in writing to Nimbus Motorsport to terminate the Contract.
- Nimbus Motorsport may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Purchaser) immediately suspend further performance of the Contract or cancel delivery of the goods or stop any goods in transpit or by notice in writing to the Purchaser terminate the Contract without liability to Nimbus Motorsport if:
- the Purchaser commits a material breach of any of its obligations under the Contract which is incapable of remedy
- the Purchaser fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persist in any breach of any of its obligations under the Contract after having been requested in writing by Nimbus Motorsport to remedy or desist from such breach within a period of 14 days.
- any distress execution or diligence is levied upon any of the Purchaser’s goods or property and is not paid out within 7 days of it being levied;
- The Purchaser (being a partnership) or the Purchaser’s partner offers to make any arrangements with or for the benefit of the creditors of the Purchaser or the Purchaser’s partner generally or there is presented in relation to the Purchaser or the Purchaser’s partner a petition of bankruptcy.
- the Purchaser (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Purchaser calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Purchaser presents or has presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Purchaser’s business, undertaking, property or assets;
- the Purchaser ceases, or threatens to cease, to carry on business
- a secured lender to the Purchaser takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security
12.2 Notwithstanding any such termination or suspension in accordance with the above the Purchaser shall pay Nimbus Motorsport at the Contract rate all payments subsisting at the time of termination.
- Whilst Nimbus Motorsport has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue but Nimbus Motorsport gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, Nimbus Motorsport’s policy is one of continuous improvement and the right is reserved to alter details and information at any time as the need arises.
- Accordingly, the Purchaser should check any details and information they wish to rely on with Nimbus Motorsport at the time of purchase. Nimbus Motorsport accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.
Nimbus Motorsport disclaimer
- Any products shown in both our printed or online publications do not represent endorsement by Nimbus Motorsport of any other products, services or organisations.
- The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of Nimbus Motorsport.
- Nimbus Motorsport may assign the Contract or any part of it to any person, firm or company.
- Each right or remedy of Nimbus Motorsport under the Contract is without prejudice to any other right or remedy of Nimbus Motorsport whether under the Contract or not.
- Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract.
- If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
- Failure or delay by Nimbus Motorsport in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
- Any waiver by Nimbus Motorsport of any breach of, or any default under, any provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
- The parties of this Contract do not intend that any term in the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a part to it.
- The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
All rights reserved
- No part of any Nimbus Motorsport publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to Nimbus Motorsport.
- Such written permission must be obtained before any part of the publication is stored in a retrieval system of any nature.
- All prices are subject to VAT. All prices are subject to alteration without notice. We reserve the right to amend the conditions which are subject to confirmation at the time of application.
Nimbus Motorsport, Fairfield, The Mile, Pocklington, East Yorkshire YO42 1TW