All goods supplied by Stepgrades Motor Accessories Limited, a company incorporated in Scotland under the Companies Acts (Company Number SC053223) and having its registered office at 26-32 Millbrae Road, Langside, Glasgow G42 9TU (the “Company”) are sold subject to the following Conditions. Acceptance by the customer of any goods shall constitute acceptance of these Conditions. PLEASE NOTE: These Conditions contain exclusion clauses.
Incorporation of Conditions
All contracts for the purchase and sale of goods entered into between the Company and a customer shall be deemed to incorporate these Conditions and no amendment or addition shall be binding on the Company unless agreed in writing by an authorised representative of the Company. An order to purchase goods by the customer will constitute an offer by the customer to purchase goods in accordance with these Conditions. No contract exists between the customer and the Company for the sale of goods until the Company has accepted the customer’s order in writing or (if earlier) the Company has dispatched the goods. The Company reserves (subject to all statutory exceptions) the right to amend these Conditions at any time and a copy of these will be posted on the Company’s website (www.viking.co.uk). It is the customer's responsibility to familiarise themselves with the current Conditions regularly to ensure that they are aware of any changes. Continued trading with the Company following the posting of any such changes will constitute the customer's acceptance of the revised Conditions. The applicability of any terms and conditions that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing are hereby excluded, unless expressly agreed in writing by an authorised representative of the Company. The customer accepts that in entering into a contract for the supply of goods by the Company it has not relied upon any prior promises, representations or undertakings of the Company which are not contained in these Conditions.
The Company reserves the right at any time to change its selling prices without any prior notice. All prices quoted shall include carriage within the United Kingdom mainland (unless otherwise notified to the customer by the Company) but are exclusive of VAT and other applicable taxes (which the customer shall be additionally liable to pay to the Company). No quotation by the Company shall constitute an offer by the Company and all quotations are subject to withdrawal or alteration without notice. Quotations may be given in writing or orally. The price of the goods shall be the price quoted on the Company’s website (subject to condition 8) or as quoted by the Company or its employees or agents who are authorised from time to time to issue quotations.
Application for Credit
The customer (if applying for credit) i) consents to the Company and any of its affiliates carrying out searches with a credit-referencing agency on the business, principal directors, partners and sole proprietors (or making general enquiries). The credit reference agency will keep a record of that search and will share that information with other businesses; and (ii) accepts that all business transacted with the Company shall be on and subject to these Conditions. The Company may in its absolute discretion decline any application for credit and shall not be or required to give any reason for this. The annual percentage rate applicable to the credit offered to the customer is 0%.
All invoices are strictly net. Where the customer is an account holder, normal payment terms are by the 30th day of the calendar month following the calendar month in which the goods are delivered in accordance with the terms set out in the customer’s acceptance letter. If these normal payment terms are not offered to the customer by the Company and alternative payment terms are offered, then full details shall be set out in the customer’s acceptance letter. If one invoice becomes overdue, all sums invoiced or about to be invoiced become due and payable immediately. Where the customer is not an account holder, invoices shall be payable prior to delivery of the goods. If cleared funds are not received by the due date as set out in the customer’s acceptance letter or the amount of credit on a customer's account exceeds the agreed credit limit the Company may:
- (both before as well as after judgment) be entitled to charge statutory interest on the amount due under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended);
- appoint a third party to recover the overdue monies (for the avoidance of doubt this may include all sums invoiced or about to be invoiced which have become due and payable immediately by virtue of this condition) together with interest owed under the contract and all costs incurred by the Company under this condition, shall be charged to the customer and shall form part of the sum due from the customer to the Company;
- suspend the provision of any further goods to the customer without any liability to the customer;
- terminate the contract immediately by notice in writing; and
- at the Company's discretion cancel the credit agreement applicable to the customer's account without any liability.
The customer shall make payment to the Company in respect of each invoice in full without any set off, counterclaim, deduction or withholding (whether in relation to such invoice or otherwise). Time of payment is of the essence.
Risk and Title
The risk in the goods shall pass to the customer at the time of delivery or if the customer wrongfully fails to take delivery of the goods, the time when the Company has tendered delivery of the goods. Title to the goods shall not pass to the customer until such times as the Company has received in full (in cash or cleared funds) all sums due to it in respect of the goods. It is the customer’s responsibility for the secure storage and insurance of the supplied goods until payment is received by the Company in full. The customer must also ensure that the goods are stored separately from all other goods held by the customer. The Company reserves the right, at any time prior to the title passing to the customer to recover any goods supplied and not paid for from the customer’s premises or the premises of any third party where the goods are being stored.
The Company will consider the return of supplied goods within 30 days of the date of delivery. All returns will be subject to a 10% handling charge.
Delivery dates are given in good faith by the Company who will make all reasonable endeavours to comply with the dates given. The time of delivery is not of the essence. The Company will not be liable for any loss or consequential loss of any kind suffered by the customer arising from delay howsoever caused. Delivery shall be deemed to take place when the goods are supplied to the customer. If the customer fails to take delivery of the goods then, without prejudice to any other right or remedy available to the Company, the Company may:
- store the goods until actual delivery and charge the customer for the reasonable cost (including insurance) of storage; or
- sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess, or charge the customer for any shortfall below the price agreed; or
- return the goods to the supplier and charge the customer for any costs incurred as a result of such return.
The Company shall be entitled to supply the goods in instalments and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions shall not entitle the customer to treat the contract as a whole as repudiated.
Online Orders (if applicable)
For the avoidance of doubt the Website is the website: www.viking.co.uk owned, operated and maintained by the Company. All passwords for the Website are issued in strictest confidence and should not be shared with any third parties or ex-employees of the Company. A valid e-mail address is required for customers wishing to set up an online ordering account on the Website. A username (account number) and password will usually be notified to each customer directly from the Company within 48 hours of it being requested. The Company may in its absolute discretion decline any application for an online ordering account and shall not be or required to give any reason for this.The Company may terminate or suspend the customer’s use of the Website at any time, with or without cause, with or without prior notice to the customer and without any liability or further obligation of any kind whatsoever to the customer or any other party. The customer may use or register with the Website only for lawful purposes and agrees not to access without authority, interfere with, damage or disrupt any part of the Website or any software used in the provision of the Website.
All online orders shall be deemed to be an offer by the customer to purchase the goods and the customer confirms that it has authority to bind any business on whose behalf it uses the Website to purchase goods. The Company is under no obligation to accept the customer’s online order. If the Company accepts the customer’s online order, the Company will notify the customer by email that they have accepted it prior to dispatch of the goods. If the Company cannot accept the customer’s online order then they will notify them accordingly by telephone or email. In the event that, after the Company accepts the customer’s online order, the Company discovers that the goods ordered are unavailable or that there was a pricing error, incorrect description or incorrect image on the Website in respect of the goods ordered or the goods are withdrawn by the manufacturer or by the Company or by order of any governmental authority, then the Company reserves the right not to supply the goods ordered and to offer the customer an alternative product. The Company will not be obliged to offer any compensation for disappointment suffered if the customer’s online order is cancelled for any reason. The Company has made every reasonable effort to display all information on the Website as accurately as possible. However, some slight variations may occur from time to time. Accordingly, any typographical, clerical or other error or omission in any information, price list, Website text, pictures, images, confirmation, invoice or other document issued by the Company shall be subject to correction at any time without any liability to the Company. The trademarks, service marks, graphics and logos used in connection with the Website are trademarks or registered trademarks of the Company (or its affiliates) or third party owners. The customer is granted no right or licence with respect to any such trademarks or service marks and any unauthorised use is strictly prohibited.
All claims for damages or shortages must be notified in writing to the Company within 5 working days of delivery of the goods. Following notification to the Company, the Company shall investigate the claim made under this condition and the customer shall comply fully with all reasonable requirements of the Company relating to the use or storage of the goods and the Company's access to them.
Warranty and Liability
- Any goods sold by the Company are sold only under such warranty as the manufacturers provide to the Company. Except as provided for above and to the extent permitted by law, allother conditions, warranties or representations express or implied by statute or common law are excluded.
- Nothing in these Conditions excludes or limits the liability of the Company for:
- i. death or personal injury arising from the Company's negligence,
- ii. fraud or fraudulent misrepresentation, or
- iii. any other liability which cannot be limited or excluded by applicable law.
- Subject to condition 10.2 above, the Company will not be liable to the customer or any third party for any loss of profits or any indirect, incidental, special, punitive or consequential loss, damage or expenses howsoever arising out of the sale of the goods to the customer.Without prejudice to any other condition if the Company shall be liable to the customer for any loss or damage such liability shall be limited to the invoice price of the goods concerned.
The Company and its affiliates are allowed to use the information gathered from the placement of orders for use in the normal course of business. The Company and its affiliates agree not to use such information gathered for disclosure to third parties except as detailed in these Conditions. The Company will monitor and record information relating to customer payments, performance and such records will be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention.
The Company shall have the right to cancel, or to reduce the volume of any goods to be supplied under any outstanding contracts or orders, or to delay the performance of the contract or order if it is prevented from or hindered through any circumstances beyond its control (affecting either itself or any other party) including (but not limited to) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, without incurring any liability for any loss or damage whatsoever resulting therefrom.
Essence of Contract
Except as expressly stated in condition 7, each and every condition here set out (including every stipulation as to time) is hereby declared to be the essence of every contract made with the Company and any breach of any of these Conditions shall entitle the Company forthwith and not withstanding any contract to cancel all current contracts and orders with the customer and to refuse to supply to the customer any further goods.
If the customer becomes subject to any of the events listed below, or the Company reasonably believes that the customer is about to become subject to any of them and notifies the customer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under any outstanding contracts or orders between the customer and the Company, terminate the contract immediately, and/or cancel the credit agreement applicable to the customer’s account without incurring any liability, and all sums in respect of goods delivered to the customer shall become immediately due:
- the customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of the applicable law or (being a partnership) has any partner to whom any of the foregoing applies;
- the customer enters into a compromise or arrangement with its creditors;
- (being a company)an order is made for the winding up of the customer or the customer passes a resolution for winding up (other than for the purposes of a solvent reconstruction or amalgamation) or a liquidator of the customer is appointed;
- (being an individual) the customeris the subject of a bankruptcy petition or order;
- (being a company) an application is made to court, or an order is made for the appointment of an administrator of the customer or an administrator of the customer is appointed;
- (being a company) the customer has a receiver, administrative receiver or manager appointed over all or any part of its assets or undertakings;
- the customer's financial position deteriorates to such an extent that in the Company's opinion the customer's capability to adequately fulfil its obligations under the Conditions have been placed in jeopardy;
- (being an individual) the customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
- (being a company) there is a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).
Termination of any outstanding contracts or orders, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination shall continue in full force and effect.
- The customer agrees to indemnify the Company and its affiliates, officers, directors, employees and representatives from any losses, damages, third party claims, injury, costs and expenses of whatever nature suffered by the Company (and its affiliates, officers, directors, employees and representatives) to the extent that the same are caused by or related to (i) the customer’s breach of these Conditions; (ii) the improper incorporation, assembly, use, storage or handling of the goods by the customer; or (iii) (if applicable) the customers use of or registration with the Website, or the use by any other person using the customer’s online ordering account on the Website.
- The customer shall not at any time whether before or after the termination of the contract divulge or use any technical or commercial know-how, specifications, inventions, processes or initiatives deriving from the Company or any other confidential information in relation to the Company’s affairs or business or method of carrying on business.
- The customer shall not assign or sub-let the contract in whole or in part.
- The Company may sub-contract the performance of the contract in whole or in part at any time.
- Failure by either party to enforce or to exercise at any time or for any period any term of or any right pursuant to these Conditions shall not be construed as a waiver of such term or right.
- The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect the other Conditions.
- A person who is not a party to the contract between the Company and the customer shall not have any rights to enforce its terms
These Conditions and any contract incorporating them and any matter arising from or in connection with these Conditions shall be governed by and construed in all respects in accordance with Scottish Law and the Scottish courts shall have jurisdiction to resolve any disputes between the Company and the customer.