Terms & Conditions
1.1 “Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
1.2 The “Buyer” means the purchaser of the Vehicles from the Supplier.
1.3 “Conditions” means the standard terms and conditions of sale as set out in this document as amended from time to time in accordance with clause 2.1.
1.4 The “Contract” means the agreement between the Buyer and the Supplier for the purchase of a Vehicle or Vehicles in accordance with these Conditions.
1.5 The “Order” means the Buyer's order for the purchase of a Vehicle or Vehicles, as set out in an order form in the Supplier’s standard form and signed by the Buyer or its duly authorised signatory.
1.6 “Part Exchange Vehicle” means, where clause 8 applies, the vehicle offered by the Buyer in part exchange for a Vehicle or Vehicles and each and every part or component of such Vehicle or Vehicles.
1.7 The “Supplier” means [Maritime Transport Limited] trading as secondhandtrucks.co.uk or otherwise, a company incorporated and registered in England and Wales with company number 01160595 whose registered office is at [ ].
1.8 The “Vehicle” means the used vehicle which the Supplier is to supply in accordance with these Conditions as set out in the Order. “Vehicles” shall mean more than one Vehicle.
1.9 The headings in these Definitions are for convenience only and shall not affect their interpretation.
2.1 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
2.2 All quotations and contracts and all matters arising out of or in connection therewith shall be subject to English Law and the parties hereby submit to the jurisdiction of the Courts of England.
2.3 Unless the Supplier expressly agrees otherwise in writing, the Supplier accepts no liability for any description, pricing or any other erroneous declaration, however stated, and the Supplier accepts no liability for any losses incurred by any party upon reliance on such information.
2.4 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
2.5 This Contract sets out the entire agreement between the parties in connection with the sale of the Vehicle or Vehicles and shall supersede all documentation previously issued by the Supplier. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
2.6 Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) as set out in the Order or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or fax.
2.7 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. A notice or other communication shall be deemed to have been received:
2.7.1 if delivered personally, when left at the address referred to in clause REF _Ref399404930 \r \h \* MERGEFORMAT 2.6;
2.7.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
2.7.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or
2.7.4 if sent by fax, one Business Day after transmission.
2.8 A person who is not a party to the Contract shall not have any rights to enforce its terms.
2.9 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
2.10 The Buyer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
2.11 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
2.12 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
2.13 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 The Order constitutes an offer by the Buyer to purchase the Vehicle or Vehicles in accordance with these Conditions.
3.2 The description of the Vehicle or Vehicles and any proposed modifications to them shall be as set out in the Order. The Buyer shall be responsible for ensuring the accuracy of the terms of an Order submitted by the Buyer, and for giving the Supplier any necessary information relating to the Vehicle or Vehicles within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.3 No Order submitted by the Buyer shall be deemed to be accepted by the Supplier unless and until (1) it is confirmed in writing by the Supplier and (2) a deposit (either monies in the form of cleared funds or by Part Exchange Vehicle agreed between the Buyer and Seller) is received by the Supplier at which point (on the date of the latter event to occur), the Contract will come into existence.
3.4 No Order which has been accepted by the Supplier may be cancelled by the Buyer except with the agreement in writing of the Supplier and on terms that the Buyer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
3.5 Where the Buyer requests any modifications and/or sundry items in the Order, the Supplier may, in respect of those modifications and/or sundry items, refer the Buyer to a third party to agree the specifications, provide the sundry items and carry out the modifications.
4.1 Unless otherwise specified, the price of the Vehicle or Vehicles shall not include any modifications, accessories, vehicle licence, tipping gear bodies, associated equipment, delivery or Value Added Tax. Value Added Tax will be payable at the rate prevailing at the date of invoice. Any prices stated are for indicative purposes only and are subject to review and amendment at the Supplier’s discretion.
4.2 Subject to clause 4.3 below, the price of the Vehicle or Vehicles together with any modifications shall be the price stated in the Order.
4.3 The Supplier reserves the right, by giving notice to the Buyer at any time before delivery of the Vehicle or Vehicles, to increase the price of the Vehicle or Vehicles to reflect any increase in the cost to the Supplier which is due to either:
4.3.1 any factor beyond the control of the Supplier; or
4.3.2 any change in the delivery date or specification for the Vehicle or Vehicles which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate information or instructions.
5. Terms of Payment
5.1 A deposit of such amount (and/or Part Exchange Vehicle) as shall be agreed between the Buyer and Supplier shall be paid (or delivered in the case of a Part Exchange Vehicle) by the Buyer in order to secure the Vehicle or Vehicles. If the Buyer cancels the order, for whatever reason, or is unable to complete the transaction, then the deposit shall be released to the Supplier in full.
5.2 The Supplier may invoice the Buyer for the Vehicle or Vehicles and any additional costs at any time before completion of delivery.
5.3 The Buyer shall pay the invoice in full and in cleared funds within  Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
5.4 If the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
5.4.1 cancel the order or suspend delivery to the Buyer; and/or
5.4.2 charge the Buyer interest on amounts owed by the due date at the rate of [%] per month or part of a month from the due date. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Buyer shall pay the interest together with the overdue amount.
5.5 In the event that any amounts are overdue for payment by the Buyer, all amounts invoiced to the Buyer shall forthwith become due for payment and recoverable by the Supplier.
5.6 Unless agreed otherwise in advance and in writing with the Supplier, the Supplier shall be under no obligation to deliver the Vehicle or Vehicles or make the Vehicle or Vehicles available for collection by the Buyer until it has received full payment in cleared funds of all monies payable by the Buyer to the Supplier in relation to the Contract.
5.7 The Buyer shall make payment of cleared funds in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) to the Supplier. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Supplier to the Buyer.
6.1 Any dates quoted for delivery are approximate only and the Supplier shall not be liable for any delay in delivery of the Vehicle or Vehicles howsoever caused (including, without limitation, any delay caused by any third party in relation to any modifications and/or fitting of sundry items). Time for delivery of the Vehicle or Vehicles shall not be of the essence unless previously agreed by the Supplier in writing. The Vehicle or Vehicles may be delivered to the Buyer in advance of the quoted date upon giving reasonable notice to the Buyer.
6.2 Delivery of the Vehicle or Vehicles shall be made by the Buyer collecting the Vehicle or Vehicles at the Supplier’s premises within [three] Business Days (or any other time as agreed in writing between the Buyer and the Supplier) after the Supplier has notified the Buyer that the Vehicle or Vehicles are available for collection or, if some other place for delivery is agreed in writing by the Supplier, by the Supplier delivering the Vehicle or Vehicles to that place.
6.3 If the Buyer fails to take delivery of the Vehicle or Vehicles or fails to give the Supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any unforeseeable cause beyond the Buyer’s reasonable control or by reason of the Supplier’s failure to comply with its obligations under the Contract) then, without prejudice to any other right or remedy available to the Supplier, the Supplier may:
6.3.1 store the Vehicle or Vehicles until actual delivery or collection and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.3.2 sell the Vehicle or Vehicles and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the Contract.
7. Property and Risk
7.1 Risk of damage to or loss shall pass to the Buyer on delivery, or if the Buyer fails to take delivery of the Vehicle or Vehicles pursuant to clause 6.3, the time when the Supplier has tendered delivery of the Vehicle or Vehicles.
7.2 Notwithstanding delivery and the passing of risk in the Vehicle or Vehicles, or any other provision of these Conditions, the property in the Vehicle or Vehicles shall not pass to the Buyer until the Supplier has received in cash, Part Exchange Vehicle or cleared funds payment in full of all amounts payable by the Buyer (together with any additional costs) in respect of the Vehicle or Vehicles.
7.3 If before property to the Vehicle or Vehicles passes to the Buyer the Buyer becomes subject to any of the events listed in clause 12.2 or fails to make any payment in accordance with the Contract by the due date, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
(a) require the Buyer to deliver up the Vehicle or Vehicles; or
(b) enter any premises of the Buyer or of any third party where the Vehicle or Vehicles are stored in order to recover them.
8. Part Exchange Vehicles
8.1 This clause applies where the Supplier agrees to take any vehicle belonging to the Buyer (a “Part Exchange Vehicle”) in satisfaction of the whole or any part of the price for the Vehicle or Vehicles.
8.2 Subject to the following provisions of this clause the Supplier will make an allowance against the price of the Vehicle or Vehicles in an amount equal to the agreed value of the Buyer’s Part Exchange Vehicle.
8.3 The Buyer warrants to the Supplier that save as fully and accurately disclosed in writing by the Buyer to the Supplier:
8.3.1 the entire legal and beneficial ownership of the Part Exchange Vehicle is vested absolutely in the Buyer free from all equities, encumbrances, liens or charges;
8.3.2 the odometer reading is correct and accurate;
8.3.3 full and accurate details of any damage sustained by the Part Exchange Vehicle in any accident have been detailed to the Supplier together with details of any repairs occasioned thereby;
8.3.4 the Part Exchange Vehicle conforms in all respects with the details in its registration documents and has not been altered from its original specification;
8.3.5 none of the Part Exchange Vehicle parts or components have been removed or are missing;
8.3.6 the Part Exchange Vehicle registration number and any previous registration number with which the Part Exchange Vehicle has been registered are complete and accurate;
8.3.7 the Part Exchange Vehicle’s log book and service records are complete and accurate in all respects;
8.3.8 the Part Exchange Vehicle has never been written off for insurance purposes; and
8.3.9 all the information supplied by the Buyer to the Supplier is accurate and correct in all respects.
8.4 The Buyer shall indemnify the Supplier in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Supplier as a result or in connection with the breach of any of the above warranties.
8.5 Without prejudice to any other remedy, if the Buyer is in breach of any of the above warranties, then the Supplier shall be entitled:
8.5.1 to cancel the Contract;
8.5.2 to charge the Buyer for the cost of all parts and labour incurred by the Supplier in preparing the Part Exchange Vehicle for or repairing such Part Exchange Vehicle after onward sale by the Supplier whether or not the Contract is cancelled by the Supplier;
8.5.3 to do all acts and things necessary to remedy the Buyer’s breach of warranty and to charge the Buyer on a full indemnity basis for all costs and expenses thereby paid or incurred (including without limitation, a reasonable charge for the administrative and managerial time of the Supplier’s employees); and/or
8.5.4 to decrease the agreed value of the Part Exchange Vehicle to reflect any costs and expenses paid or incurred by the Supplier in remedying the Buyer’s breach of warranty whereupon the Buyer shall be bound to pay the balance of the price of the Vehicle or Vehicles forthwith.
9. Warranties and Liability
9.1 Any Vehicle sold with remaining manufacturer’s warranty will be transferred to the Buyer.
9.2 Any Vehicle sold without manufacturer’s warranty will be given a 3 month warranty by the Supplier from the date of supply providing;
9.2.1 the Vehicle is maintained and serviced by an authorised manufacturer main dealer in line with their recommended service intervals;
9.2.2 any fault that arises is first reported to the Supplier prior to any repair work being authorised, commenced or finalised;
9.2.3 the Buyer informs the Supplier of the repairing agent and authorisation is sought from the Supplier to present the Vehicle to the agreed repairing agent; and
9.2.4 the repairing agent is instructed by the Buyer to seek authorisation from the Supplier prior to commencing repairs on the Vehicle.
9.3 If the Order sets out a specification for any modification, fitting of any parts to the Vehicle or Vehicles or sundry items, the provisions set out in clause 9.2 shall not apply to those modifications or fittings which have been made to the Vehicle or Vehicles by a party which is not the Supplier (“Third Party”) and/or any parts or sundry items which have been provided by a Third Party (including, without limitation, PTO, blowing equipment, additional fuel tanks, paint and light bars). However, where possible, the Supplier will pass on to the Buyer any warranties it receives from the relevant Third Party in relation to any such modification, fitting, part or sundry item.
9.4 Any repairs undertaken without the Supplier’s knowledge and prior agreement will be at the Buyer’s own risk and expense and no costs will be accepted by the Supplier.
9.5 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, racing, overloading, misuse, failure to follow the Supplier’s instructions (whether oral or in writing) or alteration or repair without the Supplier’s approval.
10. Exclusion and Limitation of Liability
10.1 Nothing in the Contract excludes or limits the Supplier’s liability for death or personal injury caused by its negligence, breach of strict statutory liability or for fraudulent misrepresentation.
10.2 The Supplier shall not be otherwise liable for:
10.2.1 any economic loss of profit (direct or indirect), or any indirect or consequential loss howsoever caused;
10.2.2 any liability arising to any third party;
10.2.3 any modifications to the Vehicle or Vehicles carried out by a third party in accordance with the Buyer’s request including, without limitation, in relation to any defective parts or fitting;
10.2.4 any defective or non-performance by any third party with whom the Buyer has directly procured parts and/or services to be used in connection with the Vehicle or Vehicles (including, without limitation, bodywork/parts/machinery to be fitted on to the Vehicle or Vehicles);
10.2.5 any loss howsoever caused from the delayed delivery of the Vehicle or Vehicles; or
10.2.6 any issues arising from supplies or services from third parties nominated by the Buyer.
10.3 Save as provided in 10.1, the Supplier’s total liability to the Buyer in connection with the Contract (for negligence, breach of contract or otherwise) shall not exceed the replacement value of the Vehicle or Vehicles to be provided under the Contract.
11.1 Unless the context otherwise requires, any terms or expression which is defined in or given a particular meaning by the provisions on Incoterms shall have the same meaning in the Contract, but if there is any conflict between the provisions of Incoterms and the Contract, the latter shall prevail.
11.2 Where a Vehicle or Vehicles are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any terms agreed in writing between the Buyer and the Supplier) apply notwithstanding any other provision of the Contract.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Vehicle or Vehicles into the country of destination and for any incidental payments (including, without limitation, payment of any duties) on them.
11.4 Unless otherwise agreed in writing between the Buyer and the Supplier, the Vehicle or Vehicles shall be delivered to the port of shipment and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
11.5 Shipment from the United Kingdom to the country of destination is at the responsibility and expense of the Buyer and unless specifically agreed in writing between the Buyer and the Supplier, then the Supplier will deem the Vehicle or Vehicles delivered on arrival at the port of shipment.
11.6 The Buyer shall be responsible for arranging for the testing and inspection of the Vehicle or Vehicles at the Supplier’s premises before shipment. The Supplier shall have no liability for any claim in respect of any defect in the Vehicle or Vehicles which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
12. Termination and suspension
12.1 If the Buyer becomes subject to any of the events listed in clause 12.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Buyer.
12.2 For the purposes of clause 12.1, the relevant events are:
12.2.1 the Buyer 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
12.2.2 the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
12.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
12.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
12.2.5 (being a company) the holder of a qualifying floating charge over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;
12.2.6 a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;
12.2.7 (being an individual) the Buyer is the subject of a bankruptcy petition or order;
12.2.8 a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
12.2.9 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2.1 to clause 12.2.6 (inclusive);
12.2.10 the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
12.2.11 the Buyer's financial position deteriorates to such an extent that in the Supplier's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
12.2.12 (being an individual) the Buyer 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.
12.3 Without limiting its other rights or remedies, the Supplier may suspend its obligations under the Contract or any other contract between the Buyer and the Supplier if the Buyer becomes subject to any of the events listed in clause 12.2.1 to clause 12.2.12, or the Supplier reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
12.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
12.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
12.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.