Ford Motor Company Limited Trading as PartsPlus ("Company") sells and supplies goods customers (“Customer”) for use in conjunction with vehicles ("Parts") only on and subject to the following terms and conditions (in addition to any condition stated on the face of this document).
In these conditions:
- "Contract" means the contract for the purchase and sale of the Parts;
- “Order” means Customer’s order for the Parts placed with a PartsPlus Centre;
- “PlusPlus Centre” means a PartPlus Centre from which the Parts are supplied.
The price of the Parts shall be the Company's quoted price. Quotations are valid for, and may be accepted by the Customer within, 30 days. If no price has been quoted (or a quoted price is no longer valid) the price of the Parts shall be as listed on the Company's price list current at the date of acceptance by the Company of the Customer's order.
Company will use its reasonable endeavours to supply the Parts by the time desired by the Customer, but time shall not be of the essence of the Contract and the Company shall not be liable for any delay howsoever caused.
3. Customer's Agents
Any Parts supplied in relation to an Order placed by the Customer’s staff or agents shall be paid for by the Customer.
4.1 The payment terms are settlement in full by the 20th of the month following the month of supply. The Company shall be entitled to invoice the Customer for the price of the Parts on or at any time after delivery of the Parts, unless the Parts are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Parts, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the parts are ready for collection or (as the case may be) the Company has tendered delivery of the Parts.
4.2 The time for payment shall be of the essence of the Contract.
4.3 If payment is not made when due then interest will accrue on the Company's charges from the day after the due date until payment in full is made at a rate of 4% above the Base Rate of HSBC Bank Plc from time to time. Any reference to the charges or account of the Company or monies owing in indebtedness to the Company in these conditions shall include such interest.
4.4 The Company shall be entitled to demand from the Customer a deposit of up to 50% of the estimated charges on account of the price or Parts and the Company shall be entitled to set off such deposit against the price due from the Customer.
Sale of Goods
If the Customer's indebtedness to the Company is not satisfied within three months of the date of the first account or invoice rendered to the Customer in respect of all or part of that indebtedness, the Company shall, without notice be entitled to sell any property of the Customer upon which the Company has exercised its lien by public auction or private treaty (at the Company's unfettered option). The net proceeds of sale shall first be applied to satisfying the indebtedness of the Customer to the Company and any balance shall be paid by the Company to the Customer on demand.
6.1 The Company shall not be obliged to seek confirmation of the authority of any person whom it reasonably believes has the authority of the Customer to collect the Parts. Where in any case a person calls to collect
Parts and the Company has no grounds to believe that he does not have the authority to collect the Parts, then the Company shall not be responsible to the Customer for any loss or damage if such person in fact had no such authority.
6.2 Delivery of Parts shall be made by the Customer collecting the parts at the Company's premises at any time after the Company has notified the Customer that the Parts are ready for collection or, if some other place or delivery has been agreed, by the Company delivering the parts to that place.
7. Warranties and Limitations on Liability
7.1 Unless expressly provided in these conditions and except where the Customer deals as a consumer (within the meaning of the Consumer Rights Act 2015), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.2 The Company will exercise reasonable care in the selection of best quality parts and materials as are available but provided that it has exercised such care and except where the Customer deals as a consumer (within the meaning of the Consumer Rights Act 2015) the Company shall not be liable for any defects in such parts or materials.
7.3 All Ford original parts are warranted for a minimum of 12 months with unlimited mileage (see the Ford and Motorcraft Warranty terms and conditions in the Parts warranty section at www.PartsPlusUK.com for further details). Please also note that any third party supplier parts and accessories available for purchase at a PartsPlus Centre do not come with a Ford Warranty (but may be covered by the third party supplier’s own warranty, the details of which can be obtained from the third party supplier).
7.4 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law under the express terms of the Contract, for any consequential loss or damage (including loss of profit), costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Parts or their use or resale by the Customer, except as expressly provided in these conditions.
7.5 The aggregate liability of the Company in contract, tort (including negligence), statute or otherwise (other than for death or personal injury caused by the negligence of the Company) shall not exceed the price of the Parts supplied under the Contract.
Risk and Retention of Title
8.1 Although all Parts sold ("Goods") remain the Company's property until payment is received in full, risk in them shall pass to the Customer from the time of delivery to the Customer or its agent and the Customer shall keep them properly insured against loss or damage and in the event of such loss or damage occurring shall hold the insurance proceeds on behalf of the Company as trustee for the Company and keep such insurance proceeds separate from any monies or property of the Customer and third parties.
8.2 Notwithstanding delivery and the passing of risk in the Goods, the Goods shall remain the Company's property until the Customer has paid the full price for the Goods and all other sums owing from the Customer to the Company under any contract or on any account together with any interest payable under the relevant contract in respect of the Goods and any other contract or arrangement or account.
8.3 Until such time as the property in the Goods passes to the Customer:
8.3.1 the Customer shall hold the Goods as the Company's fiduciary agent and bailee and shall keep them separate from those of the Customer and third parties and keep them properly stored, protected and marked in such a way as they can be identified as the Company's property. The Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties, and in the case of tangible proceeds, properly stored, protected and insured. The Company shall be entitled to trace all such proceeds of sale or otherwise of the Goods received by the Customer through any bank, or other account maintained by the Customer;
8.3.2 if the Customer re-sells or uses the Goods the Customer shall assign its rights to recover the proceeds of sale or otherwise of the Goods from the third parties concerned to the Company if required to do so in writing by the Company;
8.3.3 (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company, at the expense of the Customer. If the Customer fails so to do the Company shall have the right (save in relation to Customers situated in Northern Ireland) forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods, at the Customer's expense.
9. Return of Parts
The Company will accept the return of Parts and give credit for the price subject to the Parts being returned in perfect condition within 7 days of the date of collection of the Parts by the Customer. The Company reserves the right to make a handling charge of 15% of the value of any Parts so returned. Returns are not accepted of non-stock items which have been specially ordered by the Company for the Customer.
10. Insolvency of Customer
10.1 This clause applies if:
10.1.1 The Customer, (being a company) makes any voluntary arrangement with its creditors, or an application is made or a person becomes entitles to appoint an administrator, administrative receiver or receiver or goes into liquidation other than for an amalgamation or reconstruction or (being an individual ) becomes bankrupt; or
10.1.2 An encumbrancer takes possession of or a receiver is appointed over, any of the property or assets of the Customer; or
10.1.3 The Customer ceases, or threatens to cease, to carry on business or is unable to pay its debts as they fall due; or
10.1.4 The Company, reasonably apprehends that any of the events mentioned above is about to occur to the Customer and notifies the Customer accordingly; or
10.1.5 The Customer takes any similar action in consequence of debt.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the Contract without any liability to the Customer and if Parts have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 Any notice or other communication given or made under or in connection with these conditions shall be in writing and shall be given or made to the Customer or the Company, as the case may be, at its last known address and, if by facsimile, sent to the facsimile number as either party may from time to time notify to the other. Every notice or other communication, if so addressed, shall be deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the relevant party if sent by prepaid first class post, two business days after the date of posting and, if transmitted by facsimile, at the time of transmission. Notice may not be validly served by electronic mail.
11.2 No waiver by either party of any breach of the Contract shall be considered as a waiver for any subsequent breach of the same or any other provision.
11.3 The Company may at any time, without limiting any other rights and remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
11.4 The headings in these conditions are for convenience only and shall not affect their interpretation.
11.5 If any provision or part of any provision of these conditions is found by a court or other competent authority to be void or unenforceable, such provision or part of a provision shall be deleted from these conditions and the remaining provisions or parts of the provision shall continue to full force and effect.
11.6 Save where the context forbids, the expression, "vehicle" used in these terms includes any car, lorry, van, trailer, caravan, invalid carriage or cycle, and as a separate unit or otherwise, any engine, axle, gear box, clutch, generator, starter, battery and each and every component on a vehicle.
11.7 No alterations or qualification of these printed conditions shall be effective unless made in writing and signed by each party or a duly authorised representative of each party.
11.8 A person who is not party to these terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
11.9 These terms shall be governed by the laws of England the parties submit to the exclusive jurisdiction of the English courts.