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Condition 1 - Definitions
1.1 In these Conditions the words and expressions below have the
meaning stated next to them:
"General Conditions of Sale": the terms and conditions
contained in this document;
"TLS": GE Capital TLS Limited, a company incorporated
in England and Wales with registered number 2131552.
"Buyer": the person, firm or company who enters into
a contract with TLS to buy and sell Transport Materials or who conducts
negotiations to that end with TLS;
"Contract": agreement to buy and sell Transport Materials;
"Transport Materials": used cars, vans, HGVs, trucks,
and/or articulated trucks, trailers, semi-trailers and other means
of transport.
1.2 Words in the plural also include the singular and vice versa.
Condition 2 - Scope of Application
2.1 All offers made by or to and all Contracts made with TLS shall
be deemed to incorporate the General Conditions of Sale.
2.2 The application of any terms or conditions of the Buyer is
expressly excluded.
2.3 No variation of or addition or supplement to these Conditions
is effective unless and to such extent as is expressly accepted
in writing by TLS.
2.4 A Buyer who has made a Contract governed by the General Conditions
of Sale shall be deemed to have accepted the application of the
General Conditions of Sale (as amended from time to time) to subsequent
Contracts.
Condition 3 - Offers and effecting of Contract
3.1 No proposal made by TLS prior to the Buyer's order shall constitute
an offer capable of acceptance.
3.2 Subject to paragraph 3.4 below, TLS shall be committed only
if, as and when the Buyer's order has been accepted by TLS in writing
by the signature of an authorised representative of TLS being placed
on the
Buyer's order, or by TLS beginning performance of its obligations
under the Contract.
3.3 When the Contract is effected any and all arrangements or promises
previously made in relation to particular Transport Materials shall
be considered cancelled, unless expressly otherwise agreed in writing.
Condition 4 - Delivery
4.1 Save where a different place of delivery has been agreed in
writing, delivery of the Transport Materials shall be made on the
site of TLS.
4.2 Subject to paragraph 4.3 below, the risk in the Transport Materials
shall pass to the Buyer at the moment of delivery.
4.3 If delivery at a place other than TLS's premises has been agreed,
the shipment of the Transport Materials to the agreed place of delivery
shall be at the expense and the risk of the Buyer and in this situation
risk shall pass to the Buyer at the time when the Contract is effected.
4.4 Unless otherwise agreed between the parties and confirmed in
writing by TLS on the order confirmation the Transport Materials
shall be supplied in the state and condition which they are in on
the date when the Contract is effected, together with the appropriate
vehicle registration certificates and/or other (registration) documents.
The Buyer will be given a reasonable opportunity to inspect the
Transport Materials before the Contract is made and will accept
the state and condition of the Transport Materials at that time.
4.5 The Buyer undertakes with TLS, before putting the Transport
Materials into use, to remove any logo and/or other mark or sign
on the Transport Materials when they are delivered showing the identity
of any previous owner and/or user of the Transport Materials. The
Buyer undertakes with TLS to indemnify and hold TLS harmless from
and against all liability to third parties which may arise from
a breach of this paragraph.
Condition 5 - Time of Delivery
5.1 The date of delivery given by TLS shall be an estimated date
only. TLS shall not be liable for any direct or consequential loss
resulting from any delay in the delivery of the Transport Materials
or delivery not being
made, nor for any damage caused upon delivery of the Transport Materials.
Condition 6 - Purchase Commitment
6.1 If the Buyer does not within the agreed period take delivery
of the Transport Materials which it has ordered TLS may at any time
and at its discretion:
-garage the Transport Materials concerned for the Buyer's account
at a charge to be determined by TLS by reference to local market
rates, while retaining its right to payment by the Buyer in the
manner agreed;
-rescind the Contract with the Buyer, in whole or in part, with
immediate effect by notice to the Buyer;
in each case entirely without prejudice to TLS's right to damages
for the breach.
Condition 7 - Force Majeure
7.1 "Force majeure" means any circumstance or event beyond
TLS's reasonable control as a result of which TLS is prevented from
performing an obligation or as a result of which the performance
of an obligation by TLS is impeded or obstructed or on account of
which performance cannot reasonably be demanded, including without
limitation: breakdown of operations, machinery breakdown, strikes,
fire, war, disruption in supplies or transportation, shortage of
component parts or other materials, labour or energy and government,
official or regulatory intervention.
7.2 If as a result of force majeure TLS is unable to fulfil its
obligations or able only partly to fulfil its obligations, TLS shall
be deemed not to be in breach of any Contract and TLS shall have
the right by notice to the Buyer to suspend performance or, if appropriate,
rescind the Contract or that part of the Contract which has not
been performed, without TLS being liable to the Buyer for any compensation.
Condition 8 - Prices
8.1 Unless otherwise agreed all prices shall be quoted net of TLS's
storage costs and all other costs including without limitation VAT,
freight, insurance and test charges. The Buyer shall be liable for
each of these costs.
8.2 Prices shall be indicated by TLS on the form on which the Buyer
makes its offer to purchaser Transport Materials. At any time before
delivery of the Transport Materials TLS may without prior notice
adjust the price to take account of any change of specification
requested by the Buyer or any change in the cost to TLS of supplying
the Transport Materials.
8.3 TLS shall be entitled to charge the Buyer an amount equal to
any cost increase, including increases taxes, affecting the prices
of the Transport Materials as a result of the introduction or amendment
of national,
supranational or foreign government measures which may come into
force after the Contract has been entered into. In the event that
a price increase is implemented within three months of the date
when the Contract was effected but before delivery of the Transport
Materials, the Buyer shall have the right to rescind the Contract.
Condition 9 - Payment
9.1 Payment of the purchase price and other costs must be made
by the method and within the time limits set by TLS when accepting
the Buyer's offer to purchase the Transport Materials, always provided
that, unless otherwise agreed in writing, payment in full of the
purchase price and other costs must be received by TLS in cleared
funds before delivery of the Transport Materials.
9.2 If any time limit for payment set by TLS is not met, the Buyer
shall, without any demand for payment as from the due date for payment
up to and including the date of payment pay interest at the rate
of 1,5% per calendar month accruing on a day-to-day basis and compounded
monthly from the due date until the date of the payment as well
after as before any judgment or decree.
9.3 Non-payment and/or incomplete payment within the time limit
set by TLS shall cause all sums due by the Buyer to TLS to become
immediately payable and shall entitle TLS to terminate the Contract
with immediate effect by written notice thereof to the Buyer, without
any prior notice of default or judicial intervention being required,
and to offer the Transport Materials for sale to third parties without
prejudice to any other rights TLS may have against the Buyer in
respect of that non-payment and/or incomplete payment.
9.4 The Buyer shall in no event and under no circumstances have
the right to set off debts owed by him to TLS against any account
receivable from TLS.
9.5 Time of payment by the Buyer is of the essence of each Contract.
Condition 10 - Retention of Title
10.1 The property in the Transport Materials supplied and delivered
by TLS to the Buyer shall remain in TLS until the Buyer has made
payment in full of all sums due or owed by him to TLS in respect
of the Transport Materials or the work done or services rendered
by or on behalf of TLS, including any and all of TLS's claims for
compensation on account of non-fulfilment (or incomplete fulfilment)
of any of the Buyer's obligations.
10.2 Until such time as the property in the Transport Materials
has passed to the Buyer, the Buyer shall be bailee of the Transport
Materials for TLS and must not dispose of, charge or encumber them
or any interest therein or purport to do so.
10.3 Until such time as the property in the Transport Materials
has passed to him the Buyer as holder of the Transport Materials
must observe and comply with all applicable statutory rules and
regulations, including the statutory requirement of taking out and
maintaining third-party insurance for the Transport Materials.
17.1 Until such time as the property in the Transport Materials
has passed to the Buyer, the Buyer must further at its own expense
have and keep the Transport Materials insured at full replacement
value under a comprehensive (or "all-risk") policy and
to hold on trust for TLS the policy and proceeds of insurance to
the extent of the unpaid price of the Transport Materials.
Condition 11 - Trade-in
11.1 In the case of the Transport Materials being sold against
a trade-in of other transport materials the risk in those materials
(the "Trade-in Materials") shall remain in the Buyer until
they have been delivered. Until the moment of delivery, when title
in the Trade-in Materials shall pass to TLS, the Buyer shall remain
the owner of the Trade-in Materials and all costs and expenses relating
to them shall be for its account. If, as determined by TLS at its
sole discretion, the state and condition of the Trade-in Materials
at the time of delivery thereof is not the same as their state and
condition at the time when the Contract was effected, or if the
trade-in is made at a later date than agreed, TLS shall have the
right to modify the agreed trade-in value or to rescind the Contract
in whole or in part, entirely without prejudice to TLS's right to
demand compensation.
11.2 Unless otherwise agreed in writing, the Trade-in Materials
and all parts of them shall become TLS's property without TLS making
any separate payment therefor.
11.3 The Buyer represents to TLS that it possesses legal and beneficial
title to the Trade-in Materials and that at the time of their delivery
to TLS the Trade-in Materials shall be free and clear from all liens
charges and other encumbrances; and from all other rights exercisable
by third parties. The Buyer shall indemnify and keep TLS harmless
from and against all liability to third parties which may arise
from a breach of this representation.
Condition 12 - Performance and Dissolution
12.1 In the event that the Buyer fails to pay promptly any amount
due and payable under, or otherwise breaches, any Contract with
TLS, or, or if any steps are taken with a view to the Buyer (or,
if it is a partnership, any of the partners) or any of its or their
assets becoming subject to any form of bankruptcy, winding up, dissolution,
administration, administrative or other receivership, moratorium,
insolvency proceedings, voluntary or otherwise arrangements with
creditors, enforcement of security, legal process, distress or repossession
or outside England and Wales any corresponding steps are taken or
the Buyer dies or ceases or threatens to cease business or a judgement
against it remains unsatisfied for 7 days then and in any such case
the Buyer shall be deemed to be in default under and to have repudiated
each Contract. The Buyer shall notify TLS forthwith after it becomes
aware that any of the foregoing has occurred or is likely to occur.
Condition 13 - Liability and Indemnity
13.1 If for any reason TLS is liable, then at its discretion TLS
shall either pay compensation or remedy the act or omission for
which it is liable. The amount to be paid in compensation shall
in no event be greater than the invoice value of the Transport Materials
in respect of which the damage was caused, or, if the damage is
covered by insurance of TLS, greater than the amount which is actually
paid by the insurer to TLS.
13.2 Breach of any of his obligations under the General Conditions
of Sale shall render the Buyer liable to pay compensation for all
damage or loss thereby occasioned to TLS and the employees of TLS.
The Buyer undertakes to indemnify and hold harmless TLS from and
against all liabilities, losses, damages, costs, charges, expenses
(including without limitation legal fees and expenses on a full
indemnity basis), actions, proceedings, claims and demands incurred
by or brought against TLS and arising directly or indirectly out
of or in connection with any breach of any of the Buyer's obligations
under any Contract or any wilful default or negligence on the part
of the Buyer or any of its officers, employees or agents in relation
to the Transport Materials.
13.3 Nothing in these Conditions will exclude, restrict or limit
any liability of TLS for: (a) breach of any term implied by section
12 of the Sale of Goods Act 1979; or (b) death or personal injury
resulting from negligence as defined in the Unfair Contract Terms
Act 1977; or (c) fraud or any other matter if and to the extent
that, under English law, liability for it cannot be excluded, restricted
or limited as against the Buyer in the context of the Contract.
13.4 All warranties, conditions or other terms implied by statute
or common law (except the condition and warranty implied by section
12 of the Sale of Goods Act 1979) are excluded from this contract.
13.5 Except as set out in conditions 13.1 to 13.4 (inclusive):
13.5.1 TLS shall not be liable to the Buyer for any consequential
loss (including loss of profit) costs, damages, charges or expenses
arising out of the delivery, non-delivery, supply or use of the
Transport Materials (even if caused by TLS's negligence or the
negligence of anyone for whom TLS is vicariously liable; and
13.5.2 TLS’s liability under this contract shall not exceed
the amount paid to it for the relevant claim under its insurance
policy covering such risks. The Buyer acknowledges that delay
in notifying any claim may prevent TLS recovering any money under
such policy.
Condition 14 - Severance
14.1 If any of the provisions in the General Conditions of Sale
is completely or partly invalid or unenforceable for any purpose
this shall not affect its validity or enforceability for other purposes
or the remaining provisions (or the rest of the provision in question).
The parties shall endeavour to agree a valid provision, replacing
the void one, which in meaning and effect is as close as possible
to the void provision.
Condition 15 - Disputes and Applicable Law
15.1 All offers made by TLS and all Contracts made with TLS as
well as all other agreements resulting therefrom shall be governed
by English law.
15.2 Neither the Uniform Laws on International Sales nor the Convention
on Contracts for the International Sale of Goods shall apply to
any Contract.
15.3 Any and all disputes which may arise from the Contracts and
other agreements referred to in paragraph 15.1 shall be decided
by the English courts, entirely without prejudice to TLS's right
to bring action against the Buyer in the court of competent jurisdiction
in the Buyer's place of residence and/or business.
Condition 16 - Fitness for Purpose and Condition
16.1 The Buyer confirms and accepts that the Transport Materials
are sold as seen with no warranty provided as to the accuracy of
the odometer reading and fit for the purpose for which they are
intended and that it has used its own skill and judgement in the
selection of it.
16.2 The Buyer acknowledges that the price paid for the Transport
Materials reflects their state and condition and the Buyer accepts
such Transport Materials in such state and condition on the basis
that the Buyer has inspected them. In particular the Buyer accepts
responsibility for ensuring that the Transport Materials are in
roadworthy condition before being used on a road in Great Britain
and that they have a valid MOT certificate where required under
UK law. The Buyer confirms that the Transport Materials shall not
be taken on a road in Great Britain if not roadworthy and that no
liability shall attach to TLS by reason of the Transport Materials
being taken on the road when not roadworthy. This clause shall also
apply where the Transport Materials are to be exported from Great
Britain.
16.3 In the event of the Buyer failing to observe condition 16.2
hereof the Buyer will indemnify TLS against all claims demands actions
proceedings and costs made or brought against or incurred by TLS
by reason of said failure.
Condition 17 - Data Protection
17.1 By signing this contract, the Buyer agrees to the use of its
information as set out in this contract.
17.2 In holding and processing information about the Buyer TLS
agrees to comply with the principles of the Data Protection Act
1998. In particular TLS will keep confidential and use only for
purposes of which the Buyer is aware any information the Buyer has
given TLS (such as name, address, e-mail address and telephone number)
and any information that TLS already has or received from enquiries
TLS has made about the Buyer (for example from employer's or from
any other company in the GE group) however the Buyer agrees that
TLS (or any agent, representative or subcontractor on its behalf)
may use and disclose it at any time:
17.2.1 to provide the services which the Buyer has requested
and administer, service, enforce and settle the Buyer’s
account;
17.2.2 to assist in the prevention and detection of money laundering
or crime;
17.2.3 to make searches at and receive information about the Buyer
from fraud prevention agencies and/or any other company in the
GE group so that TLS can, verify the Buyer’s identity and
to help prevent or detect fraud or other criminal activity. It
is important that the Buyer provides accurate information -if
the Buyer provides false or inaccurate information and TLS suspects
fraud, TLS shall record this and may pass information to financial
and other organisations involved in the prevention of fraud and
other companies in the GE group in order to protect TLS and its
Buyers from fraud. The Buyer should note that fraud prevention
agencies will add details of searches to the Buyer’s record
and this will be seen by other organisations that make searches
such as on motor, and other insurance proposals and insurance
claims, for the Buyer;
17.2.4 to disclose to any proposed assignee, transferee or chargee
at TLSs request under this Agreement, including without limitation
their insurers and advisers including, any purchaser of all or
any of TLSs assets or shares;
17.2.5 to carry out market research about TLS services or products
or those of third parties; and
17.2.6 to contact the Buyer (via mail or telephone, (including
automated dialling) about services or products offered by TLS,
other group companies or by other third parties, which TLS believes
the Buyer may be interested in. Telephone calls may be monitored
or recorded to help improve TLS's quality of service and for training
purposes. In addition TLS may pass such information to other group
companies or third parties so they can contact the Buyer directly
about services or products offered by them. The Buyer has a right
at any time to stop being contacted in this was or having its
information passed on for this purpose. If the Buyer does not
wish to receive such information it should write to TLS's Data
Protection Compliance officer at the address set out in [ ].
Except as provided above TLS will not disclose information about
the Buyer unless the Buyer has provided its consent unless TLS is
legally obliged to disclose, TLS has a duty to the public to disclose
or disclosure is required to protect its interests.
In order to provide the services the Buyer has applied for it may
be necessary for TLS to employ agents or subcontractors to process
information on its behalf. These agents or
subcontractors may be in other countries, including countries outside
the European Economic Area. Where this is the case TLS will ensure
that anyone to whom it passes the Buyer's information agrees to
afford to the Buyer the same degree of protection as TLS gives to
the Buyer's data.
Under the Data Protection Act 1998 the Buyer is entitled to ask
TLS in writing to provide copies of certain data TLS holds about
the Buyer upon payment of an appropriate fee.
Any requests pursuant to the provisions above or any queries arising
from TLS’s data protection policy should be addressed to its
Data Protection Compliance Officer at GE Capital TLS Ltd, Dovecote
House, Old Hall Road, Sale M33 2HR.
Ref : S / GB9701 |
