Snap On UK Holdings Ltd / Equipment Solutions Europe Ltd
“Terms and Conditions”

1.1    In the context of these conditions:
1.2    (i)    The term “Seller” shall be construed as meaning Snap On UK Holdings Limited / Equipment Solutions Europe Limited
(ii)    The term “Buyer” shall be construed as meaning the person, firm or company named in the Seller’s Sales Order Form or the person, firm or company who or which issues an Order to the Seller for the supply of goods and all references to “him” and “his” hereafter shall be construed accordingly.
(iii)    The term “Goods” shall be construed to mean any item, article, fixed equipment, service or thing supplied by the Seller to the Buyer.
(iv)    The term “Fixed Equipment” shall include any vehicle lift, dynamometer, headlamp tested, roller brake tester or MOT bay and any other item of equipment which under this Contract the Seller is to supply and install in a fixed position at the Buyer’s premises.
(v)    “Writing” includes telex, cable, facsimile transmission, email and comparable means of communication.
(vi)    “VOSA” shall be construed as meaning the Vehicle and Operation Service Agency.
(vii)    “Consumable Parts” shall be construed as meaning any part of any goods expected or intended to be consumed, used up or damaged during use of the goods, including but not limited to cables, sensors, batteries, filters, test harnesses, exhaust probes and hoses and software.
1.2    The Buyer warrants and hereby acknowledges that he contracts on his own behalf and not on behalf of or as agent for any other person, firm or company unless express notice in writing to the effect of such agency has prior to or at the time of the making of this contract been delivered by him to the Seller at the Seller’s registered office and such notice has been duly acknowledged in writing by the Seller.
1.3    The Buyer acknowledges that before entering into a contract for the purchase of any Goods from the Seller, he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy or, being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder, secured creditor or creditor to appoint a Receiver, to petition for the Winding Up of the Buyer, or to exercise any other rights over or against the Buyer’s assets.
2.1    Unless otherwise expressly agreed in writing by the Seller, no Goods shall be supplied by the Seller to the Buyer except in accordance with these Conditions, which supersede any earlier sets of Conditions appearing in the Seller’s catalogues or elsewhere. These Conditions shall constitute the entire Terms and Conditions of the Contract between the Buyer and the Seller and in the event of any conflict, these Conditions shall override and prevail over any terms or conditions stipulated incorporated or referred to by the Buyer whether in the Sales Order or in any negotiations or otherwise.
2.2    Any representation or warranty written or orally made or given by the Seller or its employees or agents prior to this Contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising material are intended only to present a general idea of the Goods described therein.
2.3    Any waiver by the Seller of any one or more of these Conditions does not constitute a permanent waiver of any Condition so waived nor a general waiver of these Conditions as a whole and nor does the same in any way prejudice the exercise of the Seller’s rights hereunder.
2.4    The Seller’s employees or agents are not authorised to make any representations concerning the Goods. In entering into this Contract, the Buyer acknowledges that he does not rely on any such representations whether made prior to or at the time of the making of this Contract.
2.5    The Goods the subject of this Contract are to be stored, applied, maintained and used by the Buyer entirely in accordance with the written recommendations of the manufacturers of the Goods. The Buyer acknowledges that he has not relied upon any advice or recommendation whether written or oral given by the Seller, its employees or agents, to the Buyer or his employees or agents as to the storage, application or use of the Goods save insofar as such advice or recommendation is contained in the written recommendations of the manufacturer of the Goods. Any storage, application or use of the Goods by the Buyer otherwise than in accordance with the manufacturers’ written recommendations is entirely at the Buyer’s own risk and the Seller shall not be liable for any such storage, application or use nor for any claim, claims or demand for any direct or indirect consequential or incidental injury, loss or damage made by the Buyer against the Seller arising out of such storage, application or use.
2.6    Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or other invoice or document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3.1    Any time or date named by the Seller for the delivery or installation of any Goods is given as a forecast in the light of prevailing conditions and is given and intended as an estimate only.
3.2    If notwithstanding the Seller’s best endeavours the Seller fails to dispatch, deliver or install Goods by such time or date, such failure shall not constitute a breach of this Contract and the Seller shall not be liable to the Buyer to make good any damage or loss whatsoever whether arising directly or indirectly out of any delay in delivery or installation. Time for delivery or installation shall not be of the essence of any contract between the Buyer and the Seller for the supply of Goods unless previously agreed by the Seller in writing.
3.3    In the event that for any reason the Seller is unable to supply, deliver or install any Goods on or at the time or date named for delivery or installation, such time or date shall be postponed for a reasonable period.
3.4    In the event that by any circumstance or reason beyond its control the Seller is unable to supply, deliver or install any Goods within a reasonable period after the date named for delivery, the Seller and Buyer shall be entitled to cancel or withdraw from the Contract in respect of any Goods then not delivered or installed but the Seller shall not be liable for any damage or loss whatsoever whether arising directly or indirectly out of such cancellation or withdrawal or out of any non-delivery or non-installation of any Goods.
3.5    Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
4.1    Delivery shall be taken by the Buyer no later than the date (if any) named for delivery or, if no date is named, at the date when the Seller is ready to dispatch or deliver the Goods.
4.2    In the event that for any reason the Buyer fails to accept delivery of the Goods at the due date aforesaid then:
(i)    The Seller reserves the right immediately or at any time thereafter to cancel the Buyer’s order and such cancellation shall entitle the Seller to dispose of the Goods and obtain from the Buyer compensation for loss of profit in addition to any other sums due to the Seller under these Conditions.
(ii)    The Seller shall be entitled at its discretion to store the Goods until the actual delivery or other disposal thereof and the Buyer shall be liable to the Seller for the reasonable costs (including insurance) of so doing).
(iii)    Upon any subsequent acceptance of delivery by the Buyer, the Seller shall be entitled to add to the price charged for the Goods a sum representing any increase in the cost of delivery of the Goods accruing between the delivery date named and the date of actual delivery together with the reasonable costs (including insurance) of storage of the Goods in the meantime.
(iv)    Upon any subsequent acceptance of delivery by the Buyer, the price payable by the Buyer in respect of the Goods shall be increased to the Seller’s price for the Goods that prevails at the date of such delivery.
4.3    The provisions in Paragraph 4.2 shall be in addition to and not in substitution for any other payment or charges for which the Buyer may become liable in respect of his failure to take delivery at the appropriate date.
5    Unless otherwise stipulated by the Seller the prices quoted by the Seller are inclusive of carriage within England and Wales but are exclusive of VAT which will be added at the current rate and tax point. Delivery will be made by the Seller’s transport, subject to such transport being available and at the discretion of the Seller. In the event that any Goods are to be delivered to the Buyer or to his order outside England and Wales, the Seller shall be entitled to add to the invoice price a reasonable sum in respect of carriage charges.
6.1    The Buyer accepts that the person acknowledging receipt of Goods from the Seller is an employee or agent of the Buyer, and that person’s signature upon the carriage delivery note relating to the Goods shall be conclusive proof of the delivery of those Goods.
6.2    The Buyer shall accept delivery of, but not inspect the Goods. An employee or agent of the Seller upon installation and commissioning will determine the condition of the Goods. The Seller shall not be liable in respect of the condition of any Goods, which at the time of installation and commissioning are not in their original, unopened packaging.
6.3    The Seller will at its discretion either refund the cost of or replace or repair free of charge any item of Goods proved to the Seller’s satisfaction to have been lost or damaged in transit prior to delivery provided that the Buyer has complied with Clause 6.2 and provided also that within 3 days of delivery (in the case of damage) or within 14 days of receipt of invoice (in the case of loss) the Buyer notifies the Seller in writing or the nature and extent of the damage or loss.
6.4    If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and if the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
7.1    Clauses 7.2 to 7.13 apply where this Contract is for the supply of Goods comprising or including Fixed Equipment.
7.2    The Seller has supplied, or will supply to the Buyer drawings plans and specifications (hereafter together referred to a “the specifications”) relating to the site of the proposed installation at the Buyer’s premises of the Fixed Equipment.
7.3    The Fixed Equipment the subject of this Order will not be supplied or installed until the installation site has been correctly prepared in accordance with the specifications and in accordance with Clause 7.4.
7.4    It is exclusively the Buyer’s responsibility to ensure each of the following:
(i)    That the proposed installation of the Fixed Equipment at the Buyer’s premises has received all necessary written approvals from VOSA.
(ii)    That the installation site has been correctly prepared in accordance with the specifications.
(iii)    That the concrete base upon which the Fixed Equipment is to be installed complies in size, depth, quality and every other respect with the specifications.
(iv)    That the available floor area for the installation and all floor levels comply with the specifications.
(v)    That any recess provided for in the specifications has been constructed and finished in accordance with the specifications.
(vi)    That no underground cables, pipes or drains under run the installation site, except insofar as such cables, pipes or drains are required for the purposes of the installation of the Fixed Equipment as particularised in the specifications.
(vii)    That a suitable single phase or three phase, neutral and earth supply has been provided to a suitable isolator switch conveniently adjacent to the site of the proposed installation in accordance with the ratings particularised in the specifications.
(viii)    Where the Fixed Equipment comprises or includes any vehicle lift, that the layout of the site of the proposed installation of such lift is such that a minimum working clearance of 600mm will be available all around the lift when installed and further that, if the lift is to be used for authorised MOT testing, that the position of the lift and the minimum working clearances around it will comply with all VOSA and Department of Transport requirements current at the date of installation.
(ix)    That the Buyer has informed the Seller, prior to the proposed installation date, of the Buyer’s requirements as to the position at which the operating console of the Fixed Equipment is to be installed, that that position complies with all VOSA and Department of Transport requirements current at the date of the proposed installation and that such position shall be not less than 600mm and not more that 2000mm from the nearest part of the Fixed Equipment once installed.
(x)    Further that the console position specified by the Buyer is such that the distance between the console and the Fixed Equipment once installed does not exceed that distance particularised in the specifications.
(xi)    That adequate ducting, compliant in all respects with the specifications, and not less than 100mm in diameter, has been provided and installed between the proposed site of the installation of the Fixed Equipment and the proposed console position.
(xii)    That a suitable crane or other lifting device is available at the site at the time of installation for the purposes of (a) the removal of the Fixed Equipment from the delivery lorry and (b) the positioning of the Fixed Equipment during installation.
(xiii)    That a suitable clean compressed air supply is available within one metre of the connection to any lift console or power pack, such supply to contain a regulator complete with oiler and water trap.
(xiv)    That where the Fixed Equipment comprises or includes any vehicle lift, a suitably loaded vehicle with weighbridge certificate is provided by the Buyer at the time of installation to facilitate the testing and certification of the safe working load of the lift. The vehicle so provided must not exceed the design load of the lift.
7.5    Any building contractor, electrical contractor, architect, surveyor or other contractor or person engaged by the Buyer for the purposes of or in connection with the preparation of the installation site shall be deemed to be the agent or independent contractor of the Buyer and not in any circumstances of the Seller, and the Seller shall not be responsible for any act or omission of any such person nor for any delay, loss or expense arising from any such act or omission.
7.6    When the Buyer has completed the works of site preparation in accordance with the specification and with his obligations under Clause 7.4 above, and has made the arrangements described in Clause 7.4 above, he shall deliver to the Seller a copy of the Seller’s pro forma installation agreement duly completed and signed. The Seller shall not be obliged to deliver or install the Fixed Equipment until it has received a copy of the installation agreement, duly completed and signed by the Buyer.
7.7    When the Seller has received from the Buyer a duly completed and signed installation agreement the Seller will (where practicable in consultation with the Buyer) name a date for the delivery and installation of the Fixed Equipment but Clauses 3.1 to 3.5 shall apply to any date so named.
7.8    In the event that at the time of the intended installation of any item of Fixed Equipment it appears to the Seller that the site has not been prepared correctly in accordance with the specifications or that the Buyer has failed to comply with any of its obligations under Clause 7.4 (as to any of which matters the Seller shall be the sole judge), the Seller shall be entitled at its absolute discretion to decline to proceed with the proposed installation of the Fixed Equipment and any time specified or fixed for that installation shall be postponed until a reasonable time after the site has been correctly prepared and to the Buyer’s obligations under Clause 7.4 have been fully and effectually complied with The Seller shall not in any circumstances be liable for any direct or indirect loss expense or claim consequent upon such postponement of the installation date.
7.9    The work of installation of the Fixed Equipment to be undertaken by the Seller will be as specified in the Sales Order. The Seller shall be entitled to charge and the Buyer will be liable to pay an additional sum calculated on a time and materials basis in respect of (a) any additional work required by the Buyer at the time of installation (b) any additional work found necessary in consequence of any failure by the Buyer to comply with his obligations under Clause 7.4 above (c) any additional work or materials necessary because the distance between the Fixed Equipment as installed and the console position specified by the Buyer exceeds that distance particularised in the specifications (d) any wasted costs or expense incurred by the Seller in consequence of any postponement of the delivery date under Clause 7.8 (e) any labour costs incurred by the Seller in consequence of the Buyer’s failure to ensure the availability of additional labour on site to assist in the installation as required.
7.10    The Seller’s engineer will make a temporary electrical connection for test purposes only. The final electrical connection of the Fixed Equipment is the exclusive responsibility of the Buyer and must be undertaken by a suitably qualified electrician in accordance with IEE 16th Edition standards. The Seller shall not be responsible for the costs of effecting a final electrical connection.
7.11    Following installation, the Seller’s engineer will test and commission the Fixed Equipment, provide basic training in the correct operation of the Fixed Equipment and give instructions concerning its routine maintenance.
7.12    Following installation it shall be the Buyer’s responsibility to cover any open channels.
7.13    The Seller shall not in any circumstances be liable for any direct indirect or consequential loss expense or claim arising from any delay after installation and commissioning of the Fixed Equipment in the issuing by VOSA of any necessary accreditation or approval in relation to the Fixed Equipment.
8.1    The Seller warrants that the Goods supplied will at the time of delivery correspond with the description given by the Seller. Save thereto and save as provided in Clauses 9.1 to 9.5, all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
8.2    Without prejudice to the generality of Clause 8.1, the Buyer acknowledges as follows:
(i)    The Goods are designed for use in connection with most normal un-adapted production motorcars or, where applicable, commercial vehicles.
(ii)    The Seller has given no warranty and has made and makes no representation as to the suitability of the Goods for use in connection with any other vehicle or type of vehicle and, in particular, any vehicle that has been adapted, altered or customised.
(iii)    The Buyer has not expressly or by implication made known to the Seller that he intends or expects to use the Goods other than in connection with normal un-adapted production motorcars.
(iv)    The Buyer relies exclusively upon his own skill and judgement as to the fitness of the equipment for his own particular purposes.
(v)    The terms of Clause 8.1 are in all the circumstances reasonable.
9.1    Subject as hereinafter provided, if at the point of delivery any consumable part of any goods is subject to any defect arising solely from faulty manufacture or workmanship and that defect is such as to prevent the normal use of the goods, the Seller will, at its sole option, repair or replace that consumable part at its own cost.
9.2    Subject as hereinafter provided, if within 12 months of the date of the Seller’s invoice relating to any goods those goods cease to be capable of normal use by reason of any defect therein arising from faulty materials or workmanship, the Seller will at its own cost rectify such defect or, at its sole option, replace the goods or provide a refund by repaying or crediting the buyer with an amount equal to the purchase price of such goods.
9.3    The Seller’s liability under Clauses 9.1 and 9.2 to rectify any defect in any goods or (at its option) to replace or refund the purchase price of any goods shall only arise provided that:
(i)    The Buyer has notified the Seller of the alleged defect in the manner and within the period provided for by Clause 9.4.
(ii)    The Buyer shall have complied with all of his obligations under this contract (including payment for the goods).
(iii)    The Buyer has returned the allegedly defective goods to the Seller for inspection or, in the case of fixed equipment only, the Buyer has afforded to the Seller on request reasonable facilities to inspect the fixed equipment at the Buyer’s premises.
9.4    The Buyer shall notify the Seller in writing forthwith of any defect apparent in the goods at the time of delivery, installation or commissioning. In the event of any goods being subject to defect not discoverable upon reasonable inspection or testing at the time of delivery, installation or commissioning, then within 14 days of the actual discovery of such alleged defect and in any event within 12 months of delivery of the goods to the Buyer, the Buyer shall give notice in writing thereof to the Seller.
9.5    The Seller shall not in any event be liable under Clauses 9.1 and 9.2 in respect of the following:
(i)    Any recalibration of the goods.
(ii)    Any defect in the goods arising wholly or partly from misuse, unreasonable or improper use, accidental damage, neglect, lack of maintenance, adaptation or alteration of or to the goods or in respect of any defect arising from normal wear and tear or in respect of any defect arising from the continued use of the goods after any part thereof has become significantly worn.
(iii)    Any defect in the goods arising from installation or maintenance not undertaken by the Seller’s employees or agents.
(iv)    Any defect in the goods arising from improper installation of software otherwise than by the Seller’s employees or agents.
(v)    Any defect in the goods arising from fire, water, wind, lightening or other natural causes.
(vi)    Any defect in the goods caused by adverse environmental conditions including without limitation, extreme temperatures, moisture, corrosive elements, dust or other air contaminants, radio frequency interference, electric power failure, power line voltages beyond those specified for the goods, unusual physical, electrical or electromagnetic stress and/or any other condition outside the Seller’s environmental specifications.
(vii)    Any defect in the goods arising from use of the goods in combination or connection with any other product, attachment, supplies or consumables not manufactured or distributed by the Seller.
(viii)    Any defect in the goods arising from any failure on the part of the Buyer its employees or agents to comply with any legislation or VOSA requirement.
(ix)    Normal works of maintenance and servicing, and the replacement of parts subject to normal wear and tear.
10.1    Save as aforesaid and save in respect of death or personal injury arising from the negligence of the Seller, its servants or agents, the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Seller whether in contract or tort (including negligence on the part of the Seller its servants or agents) arising out of or in connection with any defects in the Goods or any act omission neglect or default (whether or not the same constitutes a fundamental breach of the Contract or breach of a fundamental term thereof) of the Seller its servants or agents in the performance of this Contract.
10.2    The Seller’s obligations contained in Clause 9.1 shall apply only to the Buyer. It is not the intention of the Buyer or the Seller that any term of this Contract is to be enforceable against the Seller by any third party.
10.3    The Buyer accepts as reasonable that the Seller’s total liability for any Goods, which are defective or for any delay in delivery or non-delivery shall be as set out in these Conditions. In agreeing that limit the Buyer and Seller have had regard to the nature of the Goods, the use, which they will receive, and the resources available to each party including servicing, facilities and insurance cover to meet any liability. The Buyer acknowledges that there are other sources of supply by which the Buyer’s requirements might be met, and further that it is in the nature of the Goods contracted for that they may be subject to defects undiscoverable by the Seller.
11    Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
(i)    Acts of God, explosion, flood, tempest, fire or accident;
(ii)    War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(iii)    Acts, restrictions, regulations, byelaws, prohibitions or negligence of any kind on the part of any governmental, Parliamentary or Local Authority;
(iv)    Import or export regulations or embargoes;
(v)    Strikes, lockouts or other industrial actions;
(vi)    Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(vii)    Power failure or fluctuation or breakdown in machinery.
12    The Goods supplied under this Contract are designed to meet all applicable requirements of VOSA current at the date of delivery and/or legislation current at that date. The Seller shall be under no obligation under this Contract to alter upgrade change or improve the equipment in order to meet any change in such requirements or legislation coming into effect after the date of delivery.
13    If the Buyer shall at any time cancel this Contract or refuse to accept delivery of the Goods, the Buyer shall be liable to the Seller for the total Contract Price in respect thereof, subject to credit in such sum (net of the costs of sale or other disposal) as the Seller may realise in selling or otherwise disposing of the Goods elsewhere.
14.1    The Seller shall, upon the making of this contract or at any time prior to delivery of the goods, be entitled to require payment by the Buyer of a deposit in any amount, in the Seller’s sole discretion, up to 100% of the purchase price of the goods. The amount of the deposit payable will be notified to the Buyer in writing by the Seller and will thereupon be payable forthwith. Until the full amount of the deposit specified has been paid the Seller shall be under no obligation to supply, deliver or install any goods.
14.2    The time within which the Buyer is to pay for the Goods shall be of the essence of this Contract and in the event that the Buyer shall fail to make payment by the due date all sums due to the Seller from the Buyer under this or any other Contract for the supply of Goods shall forthwith become due and payable to the Seller.
14.3    All accounts are payable on demand. In the absence of demand, the Buyer shall make payment in full for the Goods supplied to the Seller on or before the 30th day following the date of the Seller’s invoice. In the event of payment being made by cheque such payment shall not be deemed to have been made until such cheque be honoured.
14.4    The Seller shall be entitled to charge interest at the rate of 2.5% per month upon all overdue balances. The Seller shall also be entitled to charge such reasonable costs as it may incur in recovering any overdue balance.
14.5    The Seller shall be entitled to charge interest at the rate or 2.5% per month upon the price of any Goods of which the Buyer has failed to take delivery from the date upon which delivery was due until the date of actual delivery or other disposal of the Goods by the Seller.
14.6    The Seller shall not be entitled to withhold suspend or set off payment for Goods delivered for any reason whatever.
14.7    The Seller shall be entitled to charge such reasonable costs as it may incur on each occasion when any cheque rendered in payment for Goods has to be represented or is initially refused.
14.8    The Seller shall be entitled to charge such reasonable costs as it may incur in recovering any overdue balances from the Buyer and such costs shall be added to the Buyer’s existing overdue balances.
15.1    The Seller shall be entitled to suspend or cancel any or any further deliveries of Goods due under this or any other contract between the Buyer and the Seller (a) if any payments due from the Buyer to the Seller under this or any other Contract between the Buyer and Seller are overdue (b) if the Buyer fails to take delivery of any Goods ordered under this or any other Contract (c) if the price of the Goods delivered or to be delivered by the Seller to the Buyer under this or any other Contract, being Goods in respect of which payment has not been received by the Seller from the Buyer, exceeds the limits of credit that the Seller may have from time to time by notification in writing or otherwise afforded to the Buyer (d) if any proceedings have been commenced or threatened against the Buyer in which the Buyer’s solvency or creditworthiness is at stake or is in any matter at issue or if at any time the Seller is advised of circumstances casting doubt upon the Buyer’s creditworthiness and satisfactory security for payment is not given by the Buyer on request made by the Seller.
15.2    In the event that the Seller shall suspend or cancel deliveries of Goods under Clause 15.1, the Seller shall have no liability to the Buyer in respect of any non-delivery or late delivery or in respect of any direct or indirect consequential or incidental loss or damage resulting there from.
16    The risk in respect of all Goods sold under this Contract shall pass to the Buyer upon dispatch of the Goods by the Seller from the Seller’s premises, notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the Goods itself. In any event the property of the Goods shall not pass to the Buyer except as provided in Clause 17 hereof.
17.1    Until the purchase price of the Goods comprised in this or any other Contract between the Buyer and the Seller have been paid or satisfied in full (if by cheque than only on clearance):
(i)    The sole and absolute property in the Goods comprised in this Contract shall remain vested in the Seller as legal and equitable owner notwithstanding the delivery of the same and the passing of risk therein;
(ii)    The Buyer acknowledges that he is in possession of the Goods solely on a fiduciary basis as bailee for the Seller;
(iii)    The Buyer shall store the Goods in such a way that they can be readily identified as being the Seller’s property;
(iv)    The Buyer shall insure the Goods against theft or any damage howsoever caused, and the Seller shall be entitled to call for details of the insurance policy. Further the buyer shall, at the time of insuring the Goods, notify the insurer of the Seller’s interest in the Goods and, in the case of loss, damage or destruction of the goods the Buyer shall procure that any insurance monies are paid directly to the Seller.
(v)    The Buyer shall on request inform the Seller of the precise location of each item of the Goods identified where applicable by serial number by supplying the Seller at the Buyer’s expense within 7 days of the Seller’s request with a written Schedule of the said location.
(vi)    The Buyer shall not pledge or in any manner charge by way of security for any indebtedness any of the Goods,
17.2    Notwithstanding that the Goods or some of them remain the property of the Seller, where the Buyer carries on business as a distributor or retailer of such goods the Buyer shall be at liberty to sell or agree to sell the Goods (other than Goods comprising Fixed Equipment) in the course of the Buyer’s business subject to the following conditions:
(i)    Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sale or dealing;
(ii)    The entire proceeds of such sale shall be held by the Buyer on trust for the Seller and shall not be mingled with other monies or paid into an overdrawn banking account and shall at all times be identifiable as the Seller’ monies;
(iii)    In the event of such sale the Buyer shall account to the Seller upon demand for the proceeds of such sale;
(iv)    If the Buyer has not received the proceeds of such sale he will if called upon to do so by the Seller within 7 days thereof assign to the Seller all rights against the person or persons to whom he has supplied the Goods or any product or chattel made from or with the Goods;
(v)    The Seller may at any time revoke the Buyer’s power of sale in the event of any breach by the Buyer of any of the terms of this Contract and the Buyer’s right of sale shall in any event automatically determine in any of the circumstances set out in Clause 19 hereof.
17.3    Until such time as property in the Goods passes from the Seller to the Buyer the Buyer shall upon request deliver to the Seller such of the Goods as have not been resold. If the Buyer fails to do so, the Seller shall be entitled by itself its servants or agents to enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated for the purposes of removing or repossessing the Goods or their proceeds of sale and that the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession. Upon the making of such request, the rights of the Buyer under Clause 17.2 shall cease.
17.4    Until such time as property in the Goods passes from the Seller to the Buyer the Buyer shall not purport to be the owner of the Goods and shall not show such Goods as stock or assets in its accounts.
17.5    Nothing in these Conditions shall entitle the Buyer to return the Goods or to delay payment therefore or constitute or be deemed to have constituted the Buyer as the Seller’s agent or render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the Goods or prevent the Seller from maintaining an action for the price notwithstanding that the property in the Goods may not have passed to the Buyer.
18    The Seller retains a general lien on any of the Buyer’s equipment or other goods in the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.
19    In the event of any breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s written notice requesting such remedy, or upon the Buyer entering into any composition or arrangement with his creditors or committing any act of bankruptcy or being adjudged bankrupt or upon the Buyer, being a company, entering into any composition or arrangement with its creditors or passing a resolution for winding up or entering into liquidation (whether voluntary or compulsory) or any similar arrangement or if a Receiver is appointed of the Buyer’s assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and/or to determine this Contract or any unfulfilled part thereof and the Buyer shall be responsible for any resulting loss to the Seller.
20    Exclusion of third party rights. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall confer nor is it intended to confer a benefit on any third party whether for the purposes of the Contracts (Rights of Third Parties) Act 1999 or for any other purpose.
21.1    The Seller will, on request, and within a reasonable time of any such request, provide the services of its employees or agents to undertake routine maintenance of the Goods or to repair the Goods. Except in the case of repairs carried out under Clauses 9.1 and 9.2, the Buyer shall be liable to make payment to the Seller in respect of such services at the Seller’s prevailing labour and materials rates, of which particulars will be provided upon request.
21.2    Where work is carried out and/or materials supplied under paragraph 21.1, the Seller will at its own cost rectify any defects in workmanship or in any materials supplied provided that the Buyer gives notice in writing to the Seller of the alleged defect within 90 days of such work being undertaken or materials supplied, but the Seller shall have no liability under this clause in respect of any of the matters set out in Clause 9.5.
22    This Contract shall be governed by English law and the parties hereto shall submit to the sole jurisdiction of the English Courts.