MAJORSELL LTD conditions of sale

1. APPLICATION

These conditions apply to all sales of goods by MAJORSELL LTD ("Majorsell") to any purchaser ("The Buyer") and shall apply (in place of and prevail over any terms or conditions contained or referred to in the Buyers order or in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by the parties and any purported provisions to the contrary are hereby excluded or extinguished.

2. QUOTATIONS, OFFERS AND ACCEPTANCES

A quotation does not constitute an offer and Majorseil reserve the right to withdraw or revise the same at any time prior to acceptance of the Buyer's order by Majorsell. Manufacturer's Part Nos. are used for reference purposes only. Parts supplied are alternatives to the truck manufacturer's brand.

3. PRICES

a) Unless otherwise agreed the prices payable for the goods shall be those contained in Majorsell's price list current at the time of despatch, irrespective of any price indicated on the Acknowledgement of Order. Majorsell shall have the right at any time to revise its list of prices. (b) Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.

4. TERMS OF PAYMENT

a) Payment of invoices shall unless otherwise agreed in writing be made in full without any deduction or set-off not later than the last day of the month following the month in which the invoice is dated. (b) Any extension at credit allowed to the Buyer may be changed or with­drawn at any time. (c) Interest shall be payable on overdue accounts at the rate of 2% over HSBC Bank plc base rate, such interest to accrue from day to day from the due date for payment thereof until receipt by Majorsell of the full amount whether or not after judgement.

5. DELIVERY AND RISK

(a) Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and not of any contractual effect and Majorsell shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. (b) Without prejudice to sub-clause (a) above, delivery times shall be subject to receipt by Majorsell of all proper instructions from the Buyer within such period (where none is quoted) as may be reasonable. (c) Risk in the goods shall unless otherwise agreed pass to the Buyer once the goods have been despatched to the customer and have left Majorsell's premises.

6. SERVICE EXCHANGE

Old units which are subject to service exchange and are returned for credit will only be accepted if : (a) returned within 7 days of the delivery of replacement, (b) in a clean condition. They will be accepted only if they are In a reconditionable state and will still be subject to factory inspection. Unservicable Items will be returned and no credit given.

7. RETURNS

Goods correctly supplied will not be accepted for credit unless they are retur­ned within 7 days of delivery. A handling charge of up to 20% may be made on parts returned against orders which have been correctly executed.

8. TITLE

(a) Title to the goods shall not pass to the Buyer until payment in full of the price therefore. Until such payment the Buyer shall have possession of the goods as bailee for Majorsell and shall store the goods in such a way as to enable them to be identified as the property of Majorsell provided that : - if the Buyer is purchasing the goods for resale the Buyer may as agent for Majorsell sell and deliver the goods to a third party in the ordinary course of the Buyer's business on condition that until such as aforesaid the Buyer shall hold all proceeds of such sales in trust for Majorsell and in a separate account. The Buyer hereby assigns to Majorsell all rights and claims which the Buyer may have against Its customers arising from such sales until payment is made in full as aforesaid. - If the goods are combined by the Buyer with other items or material or utilised or consumed in the production of other items or materials Majorsell shall have legal and beneficial ownership of such resulting items and the Buyer shall store such items in the manner set out above or may sell and deliver such items to a third party subject to the provisions of this Condition. (b) Majorsell reserves the right to re-possess any goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose the Buyer grants an irrevocable nght and licence to Majorsell's servants and agents to enter upon alI or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of Majorsell there under or otherwise.

9. THIRD PARTY RIGHTS

(a) The Buyer shall indemnify Majorsell against any and all liabilities claims and costs incurred by or made against Majorsell as a direct or indirect result of carrying out work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party. (b) Majorsell shall subject to compliance by the Buyer with the provisions of paragraph below indemnity the Buyer against all actions and claims arising from any infringement or alleged infringement of letters patent, design or copyright by the use of the goods other than as referred to in paragraph (a) of this Condition, but such indemnity shall not cover any use of the goods other than for the purpose indicated by or reasonably to be inferred from the Contract of Sale or any infringement which is due to the use of any goods in association with any other goods not supplied by Majorsell. In the event of any claim being made or action brought against the Buyer arising out of the matters referred to in paragraph above, Majorsell shall be promptly notified thereof and may at its own expense conduct all negotiations for the settlement to the same, and any litigation which may arise therefrom. The Buyer shall not, unless and until Majorsell shall have failed to take over the conduct of the negotiations or litigation within a reasonable time, make any admission which might be prejudicial thereto. The Buyer shall, at the request of Majorsell afford all available assistance for the purpose of contesting any such claim, and shall be repaid all reasonable expenses incurred in so doing.

10. SPECIFICATIONS

Majorsell reserves the right to amend and update the design and specification of the goods at any time to the date of despatch provided that such amendment or updating does not render the goods unfit for the purpose. Majorsell accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by Majorsell and Majorsell shall be indemnified by the Buyer against any and all Iiabilities and expenses incurred by Majorsell arising therefrom.

11. LIABILITY

(a) Majorsell shall not be liable to the Buyer : - for shortages in quantity delivered unless the Buyer notifies Majorsell for short delivery within 7 days of receipt of the goods. - for damage to or loss of the goods or any part thereof in transit (where the goods are carried by Majorsell's own transport or by a carrier on behalf of Majorsell. - for defects in the goods caused by any act neglect or default of the Buyer or of any third party. Parts are subject to warranty and replacement for up to 12 months (6 months for rebuilt items) subject to normal wear and tear. No parts will be submitted for warranty consideration unless returned within 7 days of failure, together with supporting documentation. (b) Majorsell agreeable liability will be limited to replacement of the parts supplied only. (c) Subject to the foregoing all conditions warranties and representations expressed or implied by statute common law or otherwise in relation to the goods are hereby excluded and Majorsell shall be under no liability to the Buyer for any loss, damage or injury direct or indirect resulting from defective material, faulty workman­ship or otherwise howsoever arising and whether or not caused by the negligence of Majorsell, its employees or agents.

12. FORCE MAJEURE

Majorsell shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by Majorsell being prevented, hindered. delayed or rendered uneconomic by reason of circumstances or events beyond Majorsell's reasonable control including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant machinery, fire, flood, storm difficulty or increased expense in obtaining workmen materials or transport or other circumstances affecting the supply of the goods or of raw materials therefore by Majorsell's normal source of supply or the manufacture of the goods by Majorsell's means of the goods by Majorsell's normal route or means of delivery.

13. INSOLVENCY AND DEFAULT

If the Buyer enters into deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of an amalgamation or reconstruction) or if a receiver is appointed of any of the Buyer's assets or undertaking or if circumstances arise which entitle the Court to make a winding up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between Majorsell and the Buyer Majorsell may without prejudice to any of its rights to stop any goods in transit and/or suspend any further deliveries and/or determine the rights of the Buyer under Condition 6 and/or by notice in writing to the Buyer determine the contract.

14. WAIVER

Failure by Majorsell to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right so as to bar the exercise or enforcement thereof at any time or times thereafter.

15. NOTICES

Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post, fax, telex or telegraph to the party concerned at the last known address. Notices sent by first class post shall be deemed to have been given 7 days after despatch and novices sent by telegraph shall be deemed to have been given on the date of despatch.

16. GOVERNING LAW

This contract shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the jurisdiction of the English courts.