1. Definitions and Interpretations.

1.1 "Company" means one of Watts Trucks Limited, Watts Truck Centre Limited, Watts Truck & Van (Cardiff) Limited, Watts Truck & Van (Swansea) Limited, Fairwood Truck Centre, as identified in the applicable quotation or confirmation of order.

1.2 "Customer" means the person(s), partnership, company, or organisation that purchases the Goods and or Services from the Company.

1.3 "Goods" means any goods that the Company agrees to supply or sell to the Customer.

1.4 "Service" means any services provided by the Company to the Customer.

1.5 "Contract" means any contract or agreement between the Company and the Customer for the sale of Goods and or the provision of Service to the Customer that incorporates these terms and conditions.

2. Contracts.

2.1 Any Contract between the Company and the Customer will be subject to these Terms and Conditions to the exclusion of all other terms and conditions and any other terms and conditions provided by the Customer or included by the Customer in any other document will not apply.

2.2 Quotation and estimates made by the Company to the Customer will be valid for 30 days from the date of issue and will be subject to these Terms and Conditions.

2.3 No Contract shall be effective unless it is signed by the Company and no order will be deemed to be accepted unless a written acknowledgement of order is provided to the Customer or the Company has commenced production or the Goods have been despatched or the Service provided whichever is earlier.

2.4 Orders are accepted entirely at the discretion of the Company and no variation of these Terms and Conditions shall be valid unless agreed in writing by the Company.

3. Delivery.

3.1 Dates provided by the Company for delivery are estimates only and time for delivery shall not be of the essence. Delivery will normally take place at the Company's premises in normal working hours.

3.2 The Customer shall take deliver of the Goods within 5 working days after the Company has notified the Customer of the date of delivery.

3.3 The Customer shall examine the Goods and or Service provided upon delivery and shall have been deemed to have accepted the Goods and or Service unless the Customer advises the Company of any defects or other breach of the Contract within five working days or in a reasonable period of time if the defect would not be apparent upon a diligent inspection and testing of the Goods or Service.

3.4 If the Customer fails to take delivery of the Goods when they are ready subject to clause 3.2 or the Company cannot deliver the Goods and or Service due to a fault of the Customer then the Company may store the Goods until the Customer takes delivery and the Customer will pay for all related costs and expenses or the Company may sell the Goods are the best price obtainable and the Customer will pay for any shortfall between the price obtained and the Contact price in addition to all storage and related expenses.

3.5 Delivery of Service shall be deemed to be complete and the Contract price due when the Company informs the Customer of completion.

3.6 The Company shall deliver vehicles or other goods to employees or representatives presenting reasonable evidence of authority from the Customer.

4. Risk and Title.

4.1 Risk in the Goods shall pass the Customer on delivery or on the delivery date whichever is earlier. The Customer shall insure the Goods for a full replacement value at its cost and store the Goods in a manner that allows them to be clearly identifiable to the Company.

4.2 Legal and beneficial title to the Goods or Service shall only pass to the Customer after full payment has been received in cash or cleared funds of the Contract price and for any other Goods or Service provided by the Company to the Customer under any other Contract and any part exchange part or vehicle has been delivered to the Company with registration document if applicable and free from all encumbrances.

4.3 The Company may at any time and without notice require the Customer to deliver the Goods to the Company and the Company may repossess and resell the Goods if any amount due under any Contract or on any other account is not paid when due and he Company shall have unrestricted access to any location where any of such goods are situated. The Company shall have the right to claim the price of such Goods notwithstanding that title to the Goods has not passed to the Customer.

5. Lien.

5.1 The Company shall have a general lien over any Customer property in its possession for any sum owed by the Customer to the Company or its associated companies on any account.

5.2 The Company shall have the right to sell such property as agent for and at the expense of the Customer and after accounting to the Customer for any balance after deduction of the sums due and all expenses in exercising the lien, the Company shall have no further liability in respect of such property.

6. Specifications

6.1 Descriptions and written specifications are for guidance only and should not be relied upon. The Company has the right to supply Goods with variations in specifications and or updated or equivalent Goods that are reasonably fit for purpose where the purpose is stated in the Contract.

6.2 If legislative changes are required between placing an order and delivery then any additional cost of these changes will be paid by the Customer.

6.3 If the manufacturer changes the specification of the Goods or discontinues manufacture of the Goods the Company may at its discretion cancel the Contract and return any deposit paid to the Customer.

7. Price and Payment.

7.1 A deposit agreed between the parties shall be paid by the Customer on acceptance of the order by the Company. If the Customer fails to take delivery of the Goods or cancels the Contract or fails to complete the Contract then the deposit shall be payable to the Company in addition to any other remedy that the Company may have against the Customer for breach of Contract.

7.2 Unless otherwise agreed between the parties the price of Goods or Service shall be that prevailing at the time of delivery in the Company's price lists. The price shall exclude VAT and costs associated with delivery, packing, storing or freight and insurance all of which will be paid by the Customer.

7.3 If prior to delivery the price for the Goods or Service increases by more than 5% then the Customer may within five working days object and if no agreement is reached may cancel the Contract and recover any deposit paid. The Company shall not be liable for any other costs associated with such a cancellation.

7.4 Unless otherwise agreed the price shall be payable prior to delivery. Time for payment is of the essence. The Customer shall pay the price without any other deductions for any reason.

7.5 If any sum due from the Customer to the Company under this Contract or any other Contract is not paid by the due date then all sums owing by the Customer shall become immediately payable and the Company may cancel or amend the Contract in any way. Interest shall be payable on any sums overdue at the rate of five per cent above the Bank of England base rate.

8. Warranty.

8.1 The Company warrants that the Goods are of satisfactory quality and fit for purpose if a purpose is agreed in the Contract. If no purpose is agreed in the Contract or stated in the quotation then no warranty is given as to the fitness for any purpose beyond that for which the Goods are most commonly supplied. Services shall be carried out with due skill and care to a good industry standard.

8.2 Where one exists the benefit of any manufacturer's warranty and any warranty from third party bodybuilders or specialist equipment suppliers will be passed on to the Customer in full and the Company shall use its best endeavours to assist with and process any proper claims.

8.3 Service and Second-hand or used Goods will be supplied with the benefit of the Company's Used Vehicle Warranty or Service Warranty as applicable and the terms of such a warranty will form part of this Contract.

8.4 The Customer shall follow any instructions provided by the Company or manufacturer for the use, assembly, fitting, maintenance and assembly of the Goods and shall not modify the Goods without written agreement by the Company.

9. Limitation of Liability.

9.1 The Company does not exclude or limit its liability for death or personal injury caused by the Company's negligence, breach of strict statutory liability or fraudulent misrepresentation.

9.2 The Company will not otherwise be liable for:

9.2.1 Any indirect or consequential loss or any economic loss or loss of profit whether direct or indirect.

9.2.2 Any loss suffered by any third party.

9.2.3 Any non performance of any third party from whom the Company has procured goods and or services to be used with the Goods including but not limited to the supply of bodywork and accessories. The Customer indemnifies the Company against such claims and against the consequences of Customer specifications or supplier nominations whether such specifications or nomination occurs before or after the delivery of the Goods.

9.2.4 Any loss howsoever caused by the delayed or non delivery of the Goods or Service.

9.2.5 Any loss howsoever caused arising from: information or specifications supplied by the Customer; the acts or omissions of the Customer its employees or agents; any goods services or equipment supplied by the Company by any third party acting on the instructions of or nominated by the Customer (including Type Approval or other regulatory steps required of such third party).

9.3 The Company's total liability under this Contract shall not exceed the replacement cost of the Goods or Service provided under the Contract.

9.4 The rights of the Customer under the sale of goods and services are not affected by these provisions if the Customer is a consumer.

10. Part Exchange, Service Exchange and displaced parts

10.1 Where the Company has agreed to accept a used vehicle from the Customer as part payment for the goods then:

10.1.1 The used vehicle should be presented at the time of delivery in the same condition as it was presented for valuation subject to fair wear and tear.

10.1.2 The used vehicle should be free of all encumbrances and claims for title from third parties. The Company may delay delivery until title in the used vehicle is established.

10.1.3 Any valuation of any used vehicle is only valid for 30 days and after this time the Company may revise the valuation to reflect current market conditions or withdraw from the contract. If the Company revises the valuation under this clause then the Customer shall pay the revised balance for the Goods.

10.1.4 If the Customer fails to fulfil the conditions in clause 9.1 then the Company will not be obliged to accept the used vehicle or make any allowance and the Customer shall be obliged to pay the full purchase price for the goods.

10.2 Where goods are supplied under a manufacturer's service exchange unit scheme then the Customer will pay the full price for the Goods and any credit allowed under any such scheme will only be refunded by the Company when the Customer supplies the used exchange unit and manufacturer confirms that the used unit to be exchanged is acceptable to them and credit is provided by the manufacturer to the Company.

10.3 Any displaced parts may be collected by the Customer within 5 days after which the Company may dispose of them.

11. Customer vehicles and goods.

11.1 The Company is authorised to drive the Customer vehicles on the highway or otherwise as reasonably necessary for the performance of the sale or service.

11.2 The Company has no liability for any goods in transit or other property (including accessories) of the Customer its employees or agents or other third party left or in the vehicle and the Customer shall indemnify the Company from any loss or damage to such property.

12. Finance.

12.1 Where the Customer finances the purchase of the Goods by selling the Goods to a finance provider then the sale of Goods to the finance provider shall be in complete satisfaction of the Company's obligations to the Customer. Notwithstanding such a sale the Customer shall continue to be bound by the terms of the Contract and the Company may not deliver the Goods or accept any part exchange vehicle until the expiry of any statutory period of notice under any applicable credit legislation.

13. End Use of Goods.

13.1 If any Customer is an unauthorised dealer, distributor or reseller then the Company may cancel the Contract at any time and the Customer indemnifies the Company from any costs howsoever arising from the cancellation of the Contract or the Customer acting as such unauthorised dealer, distributor or reseller, including but not limited to loss of manufacturer's sales allowances, loss of profit, loss of bonus payments, penalties, storage and recovery costs.

14. Breach of Contract an Force Majeure.

14.1 The Company may cancel the Contract or suspend the Contract immediately without any liability to the Customer if:

14.1.1 The Customer commits a material breach of the Contract that is incapable of remedy or fails to remedy such a breach in a reasonable time or persists in breaching the terms of this Contract after being notified by the Company that it is in breach of the Contract.

14.1.2 The Customer enters into any arrangement with its creditors, or enters into bankruptcy, individual or corporate voluntary arrangement, liquidation, receivership or administration.

14.2 The Company may suspend or cancel the Contract where circumstances beyond its control prevent the Company fulfilling its obligations under the Contract including but not limited to failure of supply by the manufacturer, industrial action, civil unrest, acts of terrorism or war, unusual weather, government acts.

14.3 In the event a suspension or cancellation occurs due to events in clause 12.1 or 12.2 then the Customer is liable to pay for any Goods or Service delivered prior to or on the day of suspension or termination.

15. General.

15.1 All intellectual property rights created by the Company in the course of the performance of this Contract are the property of the Company and the Customer does not have any rights to use any intellectual property arising.

15.2 The Customer shall not use the Goods in any demonstration or exhibition or advertisement where the name of the Company and or the manufacturer is used without prior permission of the Company.

15.3 The Company may assign charge or subcontract the Contract to any person.

15.4 The Contract (Rights of Third Parties) Act 1999 shall not apply to the Contract.

15.5 The headings in this document are for reference only and do not form part of the Contract.

15.6 If any term of clause of this Contract is found to be invalid for any reason then all other terms and clauses shall remain in full force.

15.7 Any waiver or concession granted by the Company shall be without prejudice to any rights arising from any breach of this agreement.

15.8 This document sets out the entire agreement between the parties and shall supersede all other documents supplied to the Customer by the Company.

15.9 Notices under this Contract shall be in writing and served by first class post, email or fax to the last known trading address of the Company or the Customer.

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