Terms and Conditions

Definitions

1. ‘Customer’ means the person who buys or agrees to buy the Goods and/or Services from the Supplier and whose name appears overleaf.
2. ‘Conditions’ means the terms and conditions set out in this document and any special terms and conditions agreed in writing by the Supplier.
3. ‘Delivery Date’ means the date specified by the Supplier when the Goods are to be delivered and/or the Services are to be provided.
4. ‘Goods’ means the articles which the Customer agrees to buy from the Supplier.
5. ‘Price’ means the price for the Goods and/or Services excluding carriage, packing, insurance and VAT.
6. “Site” means the place(s) where the Goods are delivered and/or Services are provided
7. ‘Supplier’ means Cosmic Campervans Limited of Unit 8, Endland Industrial Estate, Parcel Terrace, Derby, DE1 1LY
8. “Services” means the services ordered by (and/or reasonably required from and/or arising out of such order) the Customer from and provided by or for and on behalf of the Supplier.

Conditions applicable

1. These Conditions shall apply to all contracts for the sale of Goods and/or the provision of Services by the Supplier to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document.
2. All orders for Goods and/or Services shall be deemed to be an offer by the Customer to purchase Goods and/or Services pursuant to these Conditions.
3. Acceptance of delivery of the Goods and/or Services shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
5. The Supplier reserves the right to assign the Contract and to sub-contract all or any of its obligations.

The Price and payment

1. The Price shall in the case of Goods be the Supplier’s quoted price and in the case of Services be the agreed scale of charges or in the absence of agreement the Supplier’s current scale of charges. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Supplier’s Request for Payment or invoice whichever is the sooner.
2. Payment of the Price and VAT shall be due on the earliest of (i) the date of delivery and/or provision of the Goods and/or Services or (ii). the date of a Request for Payment or (iii). the date of the invoice for such Goods and/or Services. Time for payment shall be of the essence.
3. Payment of the Price shall be in full and without any deduction or set off unless otherwise agreed in writing by the Supplier.
4. The Supplier shall not be bound to deliver the Goods and/or provide the Services until the Customer has paid for them.
5. If the Customer fails to make any payment on the due date then without prejudice to any of the Supplier’s other rights the Supplier may:
   1. suspend or cancel deliveries of any articles and/or Goods and/or Services due to the Customer; and/or
   2. appropriate any payment made by the Customer to such of the Goods and/or Services (or Goods and/or Services supplied under any other contract with the Customer) as the Supplier may in its sole discretion think fit.

The Goods

The quantity and description of the Goods shall be as set out in the Supplier’s quotation.

1. The Goods shall be manufactured and supplied in accordance with the description contained in the Supplier’s specification and (where appropriate manufactured in accordance with all applicable British and/or European Standards and standards &specifications).
2. Copyright design rights (registered and/or unregistered) and all intellectualproperty rights in all Goods and/or Services shall be the sole and exclusiveproperty of Supplier unless otherwise expressly agreed in writing
3. The Supplier may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose ofthe Goods.

Warranties and liability

1. The Supplier warrants that the Goods will so far as reasonably possible at the time of delivery correspond to the description given by the Supplier. Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and/or Services and whether implied by statute or common law or otherwise are excluded. The Supplier reserves the right to supply alternative Goods but which shall be capable of substantially performing the functions of the original Goods and the Customer shall be liable for the costs occasioned thereby.
2. The Supplier warrants that the Supplier shall provide the Services with reasonable care and reasonable skill.

Defects warranty

1. Subject as provided below Supplier will be responsible, without charge to Customer, for rectifying within a reasonable period of time by repair, or at the Supplier’s option by supply of a replacement, any Defect which under proper use, care and maintenance appears in the Goods and/or Services For the purposes of this clause 6 a ‘Defect’ means any non-conformance with the warranties specified in clause 5.
2. The Supplier will have no liability in respect of any Defect unless in the case of Goods, the Defect is promptly reported to Supplier in writing within 5 days of the delivery of the Goods and in the case of Services is promptly reported in writing within 3 months of the date of delivery of the Services in question.
3. Supplier’s obligations under the Defects Warranty are contingent upon Supplier being given without delay and free of charge full details of the Defect and adequate time and access to the Goods and/or Site during Supplier’s normal working hours to rectify such Defect. If Supplier rectifies the Defect within a reasonable period of time then Supplier will have no other liability of any kind in respect of or arising from such Defect.
4. Supplier reserves the right to charge for travelling time and incidental expenses incurred in respect of attendance at the Site to investigate and correct any problem reported by Customer including those subject to the Defects Warranty. Supplier may also charge for the rectification of problems discovered which were observable during the course of provision of Services but which Customer failed to notify to Supplier.
5. If a problem is found upon investigation not to be Supplier’s responsibility under the Defects Warranty, Supplier may charge and Customer shall immediately pay for all reasonable costs and expenses incurred by Supplier in the course of or in consequence of such investigation.
6. Supplier will not be responsible for any Defect and/or problem arising from or caused by:
   1. Damage caused by third parties
   2. Any act or omission of or by the Customer
   3. Negligence of the Customer
   4. Any error of the Customer
   5. Any modification (whether by alteration, deletion, addition orotherwise) made to Services or any part of it by persons other than Supplier without its express prior written consent. Customer will not permit any modification to be made to the Services or any part of it during the period of the Defects Warranty by persons other than Supplier and its authorised representatives without Supplier’s prior written consent. If any such unauthorised modification is made then, without prejudice to Supplier’s other rights and remedies, the Defects Warranty will be null and void. Supplier will have no liability for Defects caused by any third party or any equipment or components supplied by third parties.

Limitation of liability

1. Customer acknowledges that Supplier’s obligations and liabilities in respect of the Goods and/or Services are exhaustively defined in these Conditions. Customer agrees that the express obligations and warranties made by Supplier in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with these Conditions including (without limitation) as to the condition, quality, performance, merchantability or fitness for purpose of the Services and/or the Goods or any part of them.
2. Customer is responsible for the consequences of any use of the Goods and/or Services. Supplier will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise including (without limitation) loss of the Goods and/or Services and/or loss of profits and/or loss of opportunity and/or loss of contracts and/or loss of operation time and/or loss of goodwill and/or loss of anticipated savings, even if Supplier has been advised of their possibility.
3. Supplier accepts liability for:
   1. death or injury caused by the negligence of Supplier and itsemployees in the course of their engagement under any Order and damage caused by Goods and/or Services within the meaning of the Consumer Protection Act 1987 Part I without limit; and
   2. physical damage to or loss of Customer’s tangible property to the extent it results from the negligence of Suppler and its employees in the course of their engagement under these Conditions up to the amount of £25,000 in respect of each incident or series of connected incidents.
4. In all other cases not falling within clause 7.3 Supplier’s total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with these Conditions and any other agreement with Customer relating to the Goods and/or Services or based on any claim for indemnity or contribution will not exceed the sum actually paid the Supplier for its Goods and/or Services under the contract in question.
5. In the event of any breach of this contract by the Supplier the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Supplier exceed the Price of the Goods and/or Services.
6. Customer agrees that except as expressly provided in clauses 6 and thisclause 7 Supplier will not be under any liability of any kind whatever and however caused arising directly or indirectly in connection with these Conditions. Customer will indemnify and hold Supplier harmless in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or indirectly from Customer possession, operation, use, modification or supply to a third party of the Goods and/or Services and any part of them or other items and services provided under or in connection with this any Order except and in so far as Supplier is liable as expressly provided in these Conditions.
7. Customer acknowledges and agrees that the allocation of risk contained in this clause 7 is reflected in the Price and is also a recognition of the fact that, inter alia, the Goods and/or Services cannot be tested in every possible combination and it is not within Supplier’s control how and for what purpose the Goods and/or Services are used by Customer.

Delivery of the Goods

Unless otherwise agreed by the Supplier Delivery of the Goods shall be made at the Supplier’s address on the Delivery Date and Delivery of the Services shall be at the Supplier’s address unless other wise agreed with the Supplier on the order. The Customer shall make all arrangements necessary to take delivery of the Goods and/or Services whenever they are tendered for delivery.

Title and risk

1. Title shall not pass on delivery of the Goods.
2. Unless otherwise agreed in writing by the Supplier, copyright, design rights and all other Intellectual Property Rights in all documents and/or reports and/or computer software supplied by the Supplier shall remain the sole and exclusive property of the Supplier.
3. The Supplier shall not be liable to the Customer for late delivery or short delivery of the Goods and/or Services.
4. The Goods shall be at the Buyer’s risk as from delivery.
5. In spite of delivery having been made property in the Goods shall not pass from the Seller until:
   1. the Buyer shall have paid the Price plus VAT in full; and
   2. no other sums whatever shall be due from the Buyer to the Seller.
6. Until property in the Goods passes to the Buyer in accordance with clause 9.5 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
7. Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8. The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
9. Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 9.7 shall cease.
10. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
11. The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
12. The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

Proper law of contract

These Conditions For the Provision of Goods and Services are subject to the law of England and Wales.

Force Majeure

Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

Third party rights

No person other than the Supplier, any person to whom the Supplier assigns the Contract and the Customer shall acquire any enforceable rights under or in connection with this agreement.