COLEMAN MILNE TERMS AND CONDITIONS

These Conditions are incorporated in any contract and (where applicable) in any quotation, tender or negotiations entered into by the Company relating to the supply of commercial vehicles, converted vehicles and/or modifications to and repairs of vehicles, including Spare Parts These Conditions may be varied to the disadvantage of the Company only by agreement in writing signed by an authorised employee of the Company.

Terminology

  1. In these Conditions:
    • the singular includes the plural, and
    • references to a person include an individual, sole trader, partnership, limited company and any other legal entity.
  2. The following expressions have the meanings assigned to them:
    • ‘the Company’ means Castilian 1 Limited (company number 15320835) trading as Coleman Milne,
    • ‘the Customer’ means the person placing the order with the Company,
    • ‘the transaction’ means the work to which the order relates;
    • ‘finance company’ means any person financing the transaction for the Customer whether by loan, lease, hire purchase or any means whatsoever, and
    • ‘the specification’ means the document in which is set out the details of the work and materials required for the carrying out of the transaction.

Contract

  1. The Contract shall be between the Company and the Customer and shall be governed by English It comes into existence when the Company accepts the Customer’s order as required by condition 4.
  2. An order may be placed by the Customer either formally or by notifying the Company that the Company’s quotation is acceptable to it but in either case, it shall constitute an offer by the Customer requiring acceptance by the Company.
  3. Quotations, specifications and the like submitted by the Company to the Customer shall be ‘subject to contract’ and no binding contract shall come into existence until the Company has formally accepted the Customer’s order as required by condition 4.
  4. The Customer may request that notwithstanding delivery of goods to the Customer, the Company shall send the invoice for the goods to a finance company nominated by the The Company shall comply with such request provided that:
    • the Customer shall procure that the finance company pays any such invoice in accordance with the payment terms set out in these Conditions, and
    • the Customer shall remain primarily liable for its contractual obligations and in particular for the payment of money due to the Company and shall indemnify the Company from and against any failure or delay in payment of an invoice by the finance company under these Conditions.
  5. The rights and obligations of the Company and the Customer to each other shall be unaffected by the involvement of a finance company notwithstanding that the Company may address invoices to the finance company and that in law the finance company may become the owner of the goods to which the transaction relates.
  6. The specification shall constitute the contractual document governing the transaction and drawings, illustrations and the like used during negotiations shall not form part of the specification unless expressly incorporated in it.
  7. Any variations in the specification claimed by the Customer against the Company must be evidenced in writing and signed by an authorised employee of the Company.
  8. Any specification drawing illustration submitted by the Company to the Customer shall remain in the property of the Company (as shall the copyright in it) and any such document or its content shall not be disclosed by the Customer to a third party (other than the Customer’s finance company).
  9. Unless expressly stated to be a ‘fixed price’, any price included in quotations or tender submitted by the Company is based on the cost of materials and labour at the date thereof and the contractual price payable by the Customer may be varied in accordance with changes in the cost of materials and labour occurring between the date of the quotation or tender and the completion of the Contract.
  10. All prices are subject to the addition of value added tax at the rate prevailing at the ‘tax
  11. Any extras to or variations in the specification required by the Customer after the conclusion of the contract shall be paid for on a ‘quantum meruit’ basis in the absence of an express agreement as to additional
  12. Where the Company agrees to allow part of the price of the vehicle to be discharged by the Customer delivering a used motor vehicle to the Company, such allowance is hereby agreed to be given and received and such vehicle is agreed to be delivered and accepted, as part of the sale and purchase of the vehicle and upon the following conditions:
  13. (i) that such vehicle is the absolute property of the Customer and is free from all encumbrances, or

(ii) that such vehicle is the subject of a hire purchase agreement or other encumbrance capable of cash settlement by the Company, in which case the allowance shall be reduced by the amount required to be paid by the Company in settlement thereof;

  1. That if the Company has examined said used vehicle prior to confirmation and acceptance of this order, the said used vehicle shall be delivered in the same condition as at the date of such examination, with fair wear and tear accepted;
  2. That such used vehicle to be delivered to the Company on or before the delivery of the new vehicle and the property in the said used vehicle shall thereupon pass fully to the Company.

The Company’s contractual obligations and limitation to its liability:

  1. To perform the contract in a proper and workmanlike manner using suitable materials provided that where the Customer has specified particular materials or finishes or has designed the work to be done by the Company, the Company shall have no liability to the Customer for complaints or defects arising from design faults or carrying out the work using the specified materials or finishes.
  2. To proceed expeditiously with the transaction and to use its reasonable endeavours to meet any delivery date required by the Customer provided that the Company shall have no liability for its failure to meet a delivery date unless it has been specified as an essential term of the contract and even then the Company shall not be liable for any loss of profit or similar loss which may arise from its failure to meet the specified delivery date.
  3. The Company shall have no liability for any loss or delay resulting from a failure of suppliers to deliver parts or goods required for the completion of the contract or from any event outside the control of the Company.
  4. Subject to Condition 19, the Company shall not be liable for any indirect special or consequential liabilities, losses, charges, damages, costs and expenses suffered by the Customer howsoever caused or for any loss of profits, goodwill, revenue, reputation, anticipated savings, business receipts or contracts or losses or expenses resulting from third party claims.
  5. Nothing in these Conditions excludes or limits the Company’s liability for death or personal injury caused by the Company’s negligence, for fraud or fraudulent misrepresentation or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
  6. Subject to Condition 19 the Company’s total aggregate liability under a Contract shall not exceed a sum equivalent to the price of the goods or the transaction to which the Contract relates.
  7. Subject to the Limitation set out below, and any specific terms and conditions of guarantee agreed in an order, the Company guarantees to make good any fault arising from defective materials or poor workmanship in relation to the transaction.

The limitations to the Company’s guarantee for new products are:

  • the guarantee shall continue for a period of 36 months or until the vehicle has travelled 60,000 miles whichever shall be the shorter period when it is delivered new, and subject to the Converted Vehicle being promptly submitted to a dealer authorized by the Manufacturer or Concessionaire, Coleman Milne will ensure that, if the defect is found to be due to faulty materials or Coleman Milne workmanship, it will be repaired and any necessary replacement parts supplied and Any such work will be carried out without charge of any kind whether for labor or materials the guarantee applies to the Customer only and not to any subsequent owner of the vehicle;
  • the fault of which complaint is made must be notified in writing to the Company as soon as practicable after discovery;
  • if requested by the Company, the vehicle must be brought to the Company’s premises at the Customer’s expense for the fault to be made good;
  • the guarantee does not extend to defective parts, accessories or materials provided or specified by the Customer;
  • any modification of the vehicle or any attempt to rectify the fault of which complaint is made other than by the Company or its authorised agents shall invalidate the guarantee; and

 

  • the Company shall be under no liability in respect of any defect arising from wilful damage or negligence by the Customer or persons using the goods, abnormal working conditions, failure to follow the Company’s instructions, or if the total price has not been paid by the due date for These guarantee limitations will not apply to the trading of second hand vehicles, whereby the company warranty will be limited to 3 months from delivery, unless the Company has explicitly agreed to extend this period at the point of sale.

The Customer shall comply with the following obligations:

Promptly to supply such information and give such instructions to the Company as shall be necessary to enable the Company expeditiously to proceed with the transaction.

  1. Promptly to supply any vehicles, chassis or parts or other goods which, for the purpose of the transaction, are to be provided by the Customer under the contract.
  2. To keep insured any vehicles, chassis or parts provided by the Customer and to bear the risk of damage to or loss of such goods unless the damage or loss is attributable to the negligence of the
  3. lf credit terms for payment have been agreed between the Company and the Customer, to comply with the agreed terms.
  4. Where no credit terms have been agreed, to pay to the Company in accordance with the terms of the contract such sums as may be due to the Company from time to time and, in the absence of a specific contractual term relating to payment, to pay the price due to the Company at or before completion of the contract.
  5. To pay interest on overdue sums payable to the Company at the rate of 5% above the base rate of NatWest Bank plc calculated on a daily basis from the date on which payment was due until payment is actually made.
  6. To supply such information as the Company shall reasonably require concerning any arrangements made by the Customer with a finance company relating to the payment of money due under the contract.

Spare Parts Returns, Cancellations & Refunds

  1. Business Customers

Unless otherwise agreed in writing by the Company:

  1. Returns are accepted only with prior written
  2. Returns must be requested and goods returned within 30 days from the delivery
  3. A 25% restocking fee will
  4. Goods must be returned unused, in original packaging, and in resalable
  5. The right to cancel does not apply to custom made or personalised
  6. The cost of returning goods is the responsibility of the

Refunds

  1. Refunds will be made using the original payment method within 30 days of receiving the returned We may reduce or reject a refund if returned goods are damaged or show signs of use.

Faulty Spare Parts and Warranty

  1. If Spare Parts are faulty, misdescribed, or not fit for purpose, you may be entitled to repair, replacement or                     refund              under               our                   standard          We warrant that Spare Parts will not have any defects as to materials or workmanship, for 12 months from the date of the relevant invoice issued by us and as per our standard terms and conditions of sale

We are not liable for faults arising from:

  1. Incorrect installation
  2. Misuse or accidental damage
  3. Wear and tear
  4. Modifications without approval

Termination of Contract

  1. Either the Company or the Customer may terminate the contract for a breach by the other of any of its fundamental
  2. Either the Company or the Customer may terminate the contract if the other:
    • commits an act of bankruptcy;
    • offers to enter into an arrangement with his creditors;
    • suffers a distress to be levied against the goods and chattels, or being a limited company;
    • passes a resolution to wind up the company other than for the purpose of amalgamation or reconstruction;
    • receives a petition for winding up; or
    • suffers the appointment of a receiver of the Company’s assets or any of

Retention of Title.

  1. The property in any goods supplied to the Customer under the Contract shall remain vested in the Company until payment in full (in cash or cleared funds) has been received by the Company for the agreed price of the goods (together with any accrued interest).
  2. Until ownership of the goods has passed to the Customer, the Customer is in possession of the goods in a fiduciary capacity and shall give the Company such information about the goods as the Company may require and notify the Company immediately upon the happening of any of the termination events set out in Conditions 29 and 30. In the event that the Customer sells the goods before ownership of the goods has passed to the Customer, the Customer shall hold such part of the proceeds of sale as represent the amount owed by the Customer to the Company on trust for the
  3. (a) The Company shall be entitled to repossess from the Customer goods in his possession in which the Company has retained title (including those over which the Company has a general lien in accordance with Condition 38) and for this purpose the Customer grants to the Company, its agents and employees an irrevocable right and licence to enter into any premises occupied by or in control of the Customer with or without vehicles without being liable for trespass or for any damage caused to such premises by the exercising of the right of entry in a reasonable This right and licence shall continue notwithstanding the termination of a Contract.

(b) Title to any vehicle(s) provided by the Customer to the Company pursuant to any transaction (including without limitation a “part-exchange” arrangement) shall pass to the Company on delivery of such vehicle(s) free of any claim by the Customer or anyone claiming through or under him and the Company may immediately resell such vehicle(s).

  1. The Company may resell goods in which it has retained title (including those over which the Company has a general lien in accordance with Condition 38) without liability in respect of the price obtained provided it has acted in good faith and such resale shall transfer to the purchaser a valid title in the goods free of any claim by the Customer or any one claiming through or under him and to such extent as is necessary the Customer constitutes the Company his attorney to pass title in the goods to such purchaser.
  2. Notwithstanding the above Conditions relating to the retention of title, the goods shall be at the risk of the Customer from the time it takes delivery of the goods, provided that in the event the Company repossesses the goods in accordance with Condition 33, risk will pass to the Company upon repossession thereof.
  3. From the time of delivery, until ownership of the goods passes to the Customer in accordance with Condition 31, the Customer shall insure the Goods against all risks for their full value with a reputable insurance office to the reasonable satisfaction of the Company and provide documentary evidence of such insurance upon demand by the Company. The Customer shall hold the proceeds of any claim on the insurance policy or trust for the Company and shall immediately account to the Company with the proceeds.
  4. Notwithstanding any other provision in these Conditions, the Company may bring an action against the Customer and/or its finance company for the price of the goods in the event of non-payment by the Customer by the due date even though ownership of the goods has not passed to the Customer.

Lien

  1. The Company shall have a general lien over all property of the Customer in its possession against all monies due from the Customer to the Company whether such property relates to the transaction giving rise to the debt or The Company may repossess and resell any goods over which it has a general lien in the following circumstances:
    • On the expiry of 14 days after giving notice to the Customer of its intention so to do; or
    • On the occurrence in relation to the Customer of any of the events specified in Condition