Terms & conditions
of Sale – MWheels Ltd.

Revised 5th August 2010

1. DEFINITIONS

In these Terms and Conditions the following expressions are to be understood as defined below: ‘the Company’ means MWheels Ltd, company registration No: 433 2713 ‘Confidential Information’ shall mean any technical, commercial, marketing or financial information not already known to the Customer or already in the public domain. ‘the Customer’ shall mean the firm, company or organisation with whom the contract to provide the goods or services of the Company is made. ‘the Quotation’ shall mean the document issued by the Company defining the price, payment terms, extent of supply and timescale for provision of the goods or services of the Company. ‘the Order’ shall mean the goods or services quoted in the Quotation and ordered by the Customer. ‘the Goods’ shall mean the goods and services provided by the Company in fulfilling the Order.

2. CONDITIONS

2.1. These conditions shall form the basis of the contract between the Company and the Customer. No variations to these conditions will be valid unless provided in writing in the Quotation and signed by a Director of the Company.

2.2. In the event of conflict between these conditions and any variations contained in the Quotation then the conditions in the Quotation shall prevail.

3. ORDERS

3.1 No order shall be deemed to have been accepted unless it has been given an order number by the Company.

3.2 The Customer shall be responsible for ensuring the accuracy of any Order.

3.3 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory requirements.

4. PRICES

4.1. Prices are shown in the Quotation. The prices are exclusive of VAT which will be levied, where applicable, at time of invoice.

4.2. Subject to condition 4.6, prices in the Quotation are fixed, valid and open for acceptance for a period of 30 days from date of Quotation unless previously withdrawn.

4.3. Where the Customer is resident outside the UK but within a country of the EU, then the Goods shall be sold net of VAT provided that the Customer provides his valid VAT reference number, a delivery address in the country of the order, and proof of delivery. If any of these requirements are not met then the Company will add UK VAT at the appropriate rate.

4.4. Where the Customer is resident outside the UK but within a country of the EU, and the sale of Goods gives rise to a liability to VAT in that country, then the Customer shall pay the full net amount of the invoice to the Company and remit the required VAT to the relevant authorities on behalf of the Company.

4.5. Where the Customer is resident outside the EU then the Customer shall indemnify the Company against any local taxes or levies, and shall remit to the Company the full amount of any invoice from the Company.

4.6 The Company reserves the right, by giving notice in writing to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the reasonable control of the Company.

5. PAYMENT

5.1. Payment is to be made by direct bank transfer or cheque if within the UK, or by SWIFT or other telegraphic transfer if from outside the UK. The Company’s bank details, payment method and currency will be provided on the invoice.

5.2. Payment terms are 30 days from the date of invoice unless agreed otherwise in writing.

5.3. Where credit terms are offered on the Quotation and the payment is delayed beyond the quoted payment date, an additional charge of 1.5% per month will be made on the amount outstanding from the date it became due until the date payment is received. The imposition of late payment charges shall not debar the Company from pursuing immediate payment of the outstanding invoice.

5.4. Payment shall be in the currency defined on the Quotation.

5.5 Where payment is to be in a currency other than Sterling, and there is a delay in payment beyond the due date, the Customer shall indemnify the Company against all and any losses suffered or incurred by the Company due to exchange rate movements or currency conversion changes, occurring or arising after payment became due.

6. DELIVERY

6.1. Any timescale for delivery referred to in any Quotation or acceptance by the Company shall be deemed to commence from the date of receipt by the Company of an official order signed by the Customer and accepted in writing by the Company and with the production of all necessary information in writing to fulfil the Order.

6.2. The Company undertakes to use all reasonable endeavours to complete the Order by the estimated delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract. Reasonable delays shall not entitle the Customer to cancel the order nor to claim for loss of trade, or profits, or damages against the Company.

6.3. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of components purchased from outside suppliers or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted by the Customer.

6.4. Where the Company is responsible for delivery, the Customer shall carry out an inspection of the

delivered Goods within 3 (three) days of delivery and shall give immediate written notification to the Company of any shortages or apparent transit damage.

6.5. The Customer shall make a thorough inspection of the goods within 14 (fourteen) days of delivery and provide the Company with a written report of any significant defects, failing which the Customer shall be deemed to have accepted the goods.

6.6. If the Customer wrongfully fails to take delivery of the Goods, the Company shall (if it has not done so already) be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods. In such circumstances, the Customer shall pay any additional costs incurred by the Company as a result of the Customer’s failure to take delivery including transport, storage and insurance costs.

6.7. Time for payment of the price shall be of the essence of the contract and if the Customer fails to make payment on the due date then, without limiting any other right or remedy available to the Company, the Company may cancel the contract or suspend any further deliveries.

6.8 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, when the Company has tendered delivery.

7. VARIATION OR CANCELLATION

7.1. Variations made to the Quotation or Order, either to the extent of supply, or to the timescale, may affect the quoted price and delivery estimate. In case of minor variations a confirmation will be issued of the effect of the changes. For major changes the Company will reissue the Quotation.

7.2. No Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all losses, costs and expenses incurred by the Company as a result of such cancellation.

8. WARRANTY

8.1. The Company warrants that the Goods delivered shall accord with the Quotation.

8.2. The Customer shall be entitled to the manufacturers warranty in respect of the Goods (further details of which are available at http://www.mwheels.co.uk).

8.3 The Company shall have no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, failure to follow the Company’s or the manufacturer’s instructions, misuse or alteration or repair of the Goods or in respect of any defect not notified in accordance with conditions 6.4 or 6.5

8.4 The liability of the Company under this warranty shall be limited to the replacement of the defective Goods or (at the Company’s discretion) a refund to the Customer of the price attributable to the defective Goods, in which case the Company shall have no further liability to the Customer.

8.5 Goods returned to the Company from UK based customers shall be delivered to the Company’s warehouse with costs and risk borne by the Customer. Non UK customers shall return the goods on a DDU (Incoterms 2000) basis. If the goods are subsequently replaced by the Company they will be delivered to the Customer at the Company’s risk and expense, defined by DDU (Incoterms 2000).

8.6. Where the Customer has chosen and paid for a prepaid return option, then the Company will arrange to collect the goods at its own expense and risk providing that the original packaging has been kept in useable condition.

8.7. Where the Customer is outside the European Union it is the Customer’s responsibility to ensure that the Goods meet the requirements of any local laws or regulations and shall indemnify the Company against any claims resulting from the breach of such laws or regulations.

8.8 Save as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.9. Where Goods are sold under a consumer transaction (as defined in the Customer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these conditions.

8.10 Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, 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, or under the express terms of the contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for 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 Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Quotation or at all) or their use or resale by the Customer, and the entire liability of the Company under or in connection with the contract shall in any event not exceed the price of the Goods.

9. OWNERSHIP

9.1 Notwithstanding delivery and the passing of risk in the Goods, ownership of the Goods shall remain with the Company until the Company has received in cleared funds payment in full of all sums owing to the Company from the Customer.

9.2. Until such time as ownership in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Customer may resell or use the Goods in the ordinary course of its business.

9.3 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

10. SECRECY & CONFIDENTIALITY

Neither Customer nor Company shall at any time, divulge or allow to be divulged to any person, any confidential information relating to the products or business affairs of the other party, other than to authorised employees of either party.

11. FORCE MAJEURE

In case of delays or non performance caused by circumstances beyond its control, such as fires, floods, earthquakes, wars, strikes, riots, industrial action, import or export regulations or embargoes, civil commotions, terrorism, epidemics and unpredictable natural events beyond the control of the Company or acts of governmental authorities, including supranational governmental bodies, the Company retains the right to either suspend deliveries or to cancel the contract without liability. If by reason of Force Majeure there is an incomplete delivery of the Goods then the Customer undertakes to accept any part deliveries as a part performance of the contract.

12. DEFAULT OR INSOLVENCY OF CUSTOMER

If the Customer should fail to accept the Goods or any instalment thereof or shall fail to pay any sum due to the Company at the proper time, or if the Customer is an individual, shall commit any act of bankruptcy or if any bankruptcy petition be presented against him, or, if the Customer is a company, a petition to wind up such a company shall be presented or if a receiver of the whole or any part of such company’s assets shall be appointed, or if the Customer enters into administration or an arrangement with its creditors, the Company may determine to cancel, wholly or in part, any or every contract between the Company and the Customer or may, by notice in writing suspend further deliveries of Goods.

13. EXPORT TERMS

13.1 Where the Goods are supplied for export from the UK, the provisions of this clause 13 shall (subject to any special terms stated in the Quotation) apply notwithstanding any other provision of these conditions.

13.2 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.

13.3 Unless otherwise stated in the Quotation, the Goods shall be delivered ddp (Incoterms 2000) to a destination within the European Economic Area and fob (Incoterms 2000) to the air or sea port of shipment where the destination is outside the European Economic Area and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

13.4 The Customer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

14. APPLICABLE LAW

This contract between the Company and the Customer shall be governed by English law and unless agreed and stated otherwise in the Quotation any dispute shall be determined by an English court.