Truck-Lite Europe Ltd will be referred to as the “seller”, and all customers will be referred to as “you” or the “Purchasers”.
All goods supplied are subject to these terms and conditions, which supersede any terms and conditions sought to be enforced by the purchaser, whether detailed on the purchase order or not. Each order for goods by the purchaser shall be deemed to be an offer to purchase goods subject to these terms and conditions. The invoice is an acceptance of your offer to purchase, but is subject to availability of products when delivery falls due. Each party must treat all information received from the other as confidential. Whether it is marked confidential or could be reasonably considered as confidential, each party must treat it as their own private and confidential information.
The purchaser warrants that it is the sole and absolute owner of the copyright and all design rights in any works (which includes, but is not limited to, designs, drawings and models, or any of them) supplied to the seller in the course and for the purpose of the seller designing, manufacturing and supplying goods to, or which incorporate, the purchasers specification. The purchaser further warrants that any information passed by the purchaser to the seller in connection with the design or otherwise of goods or parts thereof belongs to the purchaser and that such information is freely available for use by the seller. The purchaser warrants that the design, manufacture and sale of any goods which are produced to the purchaser’s specification will not infringe any rights of third parties. The purchaser will indemnify and hold harmless the seller against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of drawings or goods by seller and received from the purchaser may give rise to in respect of any action for infringement of patent, copyright, registered design, trade mark or any other intellectual property rights. The purchaser shall reimburse to the seller its reasonable costs on a complete indemnity basis incurred in resisting and defending any proceedings which may be brought about by third parties or others or which may be incurred in connection with any infringement of intellectual property rights alleged by third parties which has arisen as a result of any information in whatever form given by the purchaser to the seller. The seller reserves the right to alter, without notice, the specification of our equipment and materials used in manufacture.
Prices shown or quoted do not include Value Added Tax or any other taxes, duties or charges on the goods or their sale, all of which taxes, duties and charges shall be borne by the purchaser. The price of the goods shall be the price ruling at the day of the invoice, as published in the current price list or quotations. Any handling or other charges shown will be calculated in accordance with the terms specified in the Sellers current published price list or quotations. Prices may be varied by the seller to take into account any changes in market conditions, including (but not limited to) costs of labour, materials, operation and transport, or any of them. Invoices will be due for payment on the last day of each month following the month of the sellers invoice. The seller reserves the right to vary credit terms as they deem necessary, and will notify the purchaser of any such changes or agreements in writing. Payment method will be by Direct Debit. The seller reserves the right to vary payment methods as they deem necessary, and will notify the purchaser of any such changes in writing. All payments payable to the seller under the contract shall become due immediately upon termination of the contract despite any other provision. If appropriation of the payment to particular goods is not supplied by the purchaser, the seller will appropriate the payment as it sees fit. If the purchaser fails to pay the seller on time, for any reason, then the seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The seller also reserves the right to suspend supplies and cancel any existing orders which may be held, despite any other provision. All payments to the seller are to be made in sterling, unless other arrangements have been agreed in writing.
The goods shall be at the risk of the buyer as soon as they are delivered by the seller to the purchaser, or to the purchaser’s nominated carrier or as otherwise requested by the purchaser. The goods shall remain the sole and absolute property of the seller as legal and equitable owner, until such time as the full price is paid to the seller, including VAT and other charges. Until such time as the full price is paid to the seller, including VAT and other charges, the following provisions shall apply:- the purchaser acknowledges that it is in possession of the goods solely as bailee of the seller the purchaser will store them on their premises separately from their own goods, or those supplied by any other body (individual or company), and in a manner which makes them readily identifiable as the goods of the seller. The seller is the sole manufacturer of “Rubbolite” equipment. In the event that goods supplied by the seller are not stored separately, either accidentally or wilfully, then goods supplied by the seller will include all those identified as carrying the registered “Rubbolite” and “THQ” trademarks, and all items stored by the purchaser carrying these trademarks will be deemed conclusively to be the property of the seller. In the event that the purchaser shall sell on the goods or shall otherwise dispose of the goods in such a manner as to pass title to a third party, the purchaser shall hold the proceeds of sale or other disposition on trust for the seller and ensure that the same are separate from any other monies and shall at all times be identifiable as the sellers monies provided that in no event shall the seller be liable for any defect in the goods so sold on. The purchaser’s right to possession of the goods shall cease if the contract is terminated under clause 10.3 and in such circumstances the seller may, for the purpose of recovery of its goods, enter upon any premises where they are stored or where they are reasonably considered to be stored and may repossess the same.
Although the seller shall attempt to effect delivery in accordance with pre-arranged dates or delivery schedules, such dates or schedules are estimates only and time shall not be of the essence. The seller shall not be liable for any loss or damage whether arising directly or indirectly out of delay in delivery and whether in respect of the whole or any part of the goods ordered nor for any consequential loss however arising. Where a contract requires more than one delivery, these conditions apply to each and every delivery. The seller may ship or deliver in instalments and each instalment may be deemed to be sold under a separate contract.
Product returns will be subject to acceptance in accordance with the seller’s returns policy. A copy of the policy is available on request, or can be viewed on the website www.truck-lite.eu.com. Written notification of non-delivery must be made within 45 days of the invoice date, quoting invoice number. If details are received within this time period, the seller will attempt to provide proof of delivery. If proof of delivery is not possible and written notification of the non-delivery has been received within 14 days of the invoice date, then the seller will endeavour to replace the goods free of charge (according to availability) or a credit note will be issued. If details of non-delivery are received outside the 14 days period, the seller cannot guarantee that proof of delivery can be obtained. Therefore, the seller will not be held liable to replace these goods free of charge or issue credit. Packing, pricing and other invoice discrepancies must be notified to the seller in writing no later than 14 days before the invoice is due for payment. These discrepancies will be investigated in conjunction with the seller’s returns policy.
Warranty cover extends to all original “Rubbolite” and “THQ” lighting equipment for a period of 12 months. This cover is given irrespective of vehicle mileage but specifically excludes damage or unreasonable usage and bulb failure. All claims must be returned promptly to the seller for analysis, following the allocation of a claim authorisation number from the seller. Returned parts should be marked for the attention of the Warranty Department quoting the individual authorisation number. Following acceptance of a valid claim, when failure is due to faulty materials or workmanship, the seller shall reimburse cost within a reasonable time by either:
No carriage, repairs or call-out charges will be accepted by the seller as part of warranty reimbursement cost. The seller may request access to the vehicle to which the product was fitted; this is to confirm that fitting has been conducted in line with the sellers’ recommendations. (refer to Truck-Lite Europe product catalogue)
If the performance of the contract shall be delayed by any circumstances beyond the control of the seller including (but without prejudice to the generality of the foregoing) war, hostilities (whether war shall be declared or not), insurrection, industrial disputes, strikes, lock-outs, riots, fire, storm, acts of God, accidents, unavailability or shortage of materials, unavailability or shortage of labour, interrupted supply, any statute, rule, law, bye-law, order or request made by or issued by any government department or local or other duly constituted authority, then the seller shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present and for a reasonable time thereafter.
No order or contract can be cancelled by the purchaser after the seller has issued a written acceptance or acknowledgement of the order or has delivered the goods. Cancellation of an order by the purchaser will be subject to all applicable charges as detailed in our returns policy. The contract will terminate immediately upon the happening of any one or more of the following events; the purchaser has a bankruptcy order made against them or makes an arrangement or composition with his creditors or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a corporate body) convenes a meeting of creditors (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, 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 purchaser or for the granting of an administration order in respect of the purchaser or any proceedings are commenced relating to the insolvency or possible insolvency of the purchaser.
Your statutory rights remain unaffected. If any part of the agreement is found to be invalid or unenforceable by a court the rest will remain unaffected.
All goods are sold under the current Sale of Goods Act. All agreements between the seller and the purchaser will be governed by the laws of England and Wales, and the exclusive jurisdiction of the courts of England and Wales will apply to all contracts and agreements, whether in writing or verbally agreed.