Terms & Conditions
1. INTERPRETATION
In these Conditions, the following definitions apply:
‘Business Day’ means a day, other than Saturday, Sunday, and public holidays, when banks generally are open for non-automated business in Northern Ireland;
‘Customer’ means the person or firm purchasing the Products and/or Services from the Company wholly or mainly for use in their trade, business, craft, or profession;
‘Conditions’ means the terms and conditions set out in this document;
‘Contract’ means the agreement between the Company and the Customer for the sale and purchase of Products and/or Services incorporating these Conditions;
‘Company’ means TVC Parts Limited, incorporated in Northern Ireland (Company No. NI 064740), whose registered office is at 3 Mallusk Road, Newtownabbey, Co. Antrim, BT36 4PP;
‘Delivery Location’ means the address for delivery of the Products and/or Services as set out in the Order;
‘Group Companies’ means any companies belonging to the group of companies as defined in Section 474 of the Companies Act 2006 in which the Company is a subsidiary company, and ‘Group Company’ means one of the Group Companies;
‘Force Majeure’ means any cause beyond the Company’s reasonable control including (without limitation) strikes, industrial action, inclement weather, civil unrest, or inability to obtain parts;
‘Product Description’ means the latest product description, howsoever described, applicable to the Products published by the manufacturer and/or the Company at the date of acceptance of the relevant Order;
‘Products’ means the products, parts, equipment, related accessories, spare parts, and documentation set out in the Order and to be supplied by the Company to the Customer;
‘Order’ means an order for the Products and/or Services from the Company accepted by the Company on the Company’s order documentation prevailing at the time of acceptance, including Job Cards;
‘Services’ means the work, repairs, fitting, or maintenance specified in the Order and any additional work authorised by the Customer to be carried out by or on behalf of the Company.
2. APPLICATION OF TERMS AND CONDITIONS
These terms and conditions apply to and form part of the Contract between the Company and the Customer. They supersede any previously issued terms and conditions of supply. No variation of these Conditions, an Order, or a quotation from the Company will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Company. No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase order, confirmation of order, specification, or other document will form part of the Contract.
3. PRICE
The price for the Products and/or Services will be as set out in the Order or, in default of such provision, will be calculated in accordance with the Company's price list published on the date of delivery or deemed delivery. The price does not include VAT or any other similar sale or fiscal tax applying to the sale of the Products and/or Services, which shall be charged at the rate applicable at the date of delivery. The Company will make a surcharge in accordance with its current price list for Products and/or Services provided to the Customer via emergency or express delivery services.
4. PRODUCT SUPPLY
All Products are supplied by reference only to their Product Description. Any other descriptive material provided by the Company to the Customer is provided to assist the Customer and does not form part of any contract; the Company is not legally responsible for its contents. The Customer is responsible for selecting Products to achieve its intended uses and required results and has not relied upon the Company’s skill or knowledge regarding the suitability of Products for any particular purpose or use.
5. PAYMENT
5.1 Subject to clauses 5.2 and 5.3, the Customer will pay all invoices from the Company for the Products and/or Services in full, without deduction or set-off other than as required by law, in cleared funds within 30 days of the invoice date or on delivery of the Products and/or Services, whichever is earlier.
5.2 Major components and specialised equipment are to be paid for in full in cleared funds, without deduction or set-off other than as required by law, prior to delivery.
5.3 If the Company has authorised a credit account for the Customer for the purchase of parts and/or Services, the Customer will pay all invoices from the Company in full, without deduction or set-off other than as required by law, in cleared funds within 30 days of delivery. The Company may withdraw a credit account or vary credit terms at its sole discretion upon providing written notice to the Customer.
5.4 Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date, the Company may, without limiting its other rights, charge interest on such sums at 5% p.a. over Ulster Bank standard lending rate. Interest will accrue on a daily basis from the due date for payment until actual payment in full, whether before or after judgment.
6. DELIVERY
6.1 The Products will be deemed delivered by or for the Company on arrival of the Products at the Delivery Location where the Order provides for delivery, and otherwise when collected by or on behalf of the Customer.
6.2 The Company will use its reasonable endeavours to meet delivery dates and performance periods specified on orders, but such dates are approximate only. Time of delivery or performance is not of the essence and shall not be made of the essence by notice. If no delivery date or performance period is specified in the Order, delivery or performance will be within a reasonable time. Products may be delivered by instalments. Any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment. The Company will not be liable for any delay in or failure of delivery caused by the Customer's failure to make the Delivery Location available, to provide adequate instructions, or to collect Products from the Company's premises, or by an event of Force Majeure.
6.3 If the Customer fails to accept delivery of the Products or fails to collect Products on the specified date, subject to clause 6.4 below, the Company will store and may (but shall be under no obligation to) insure the Products pending delivery, and the Customer will pay storage and insurance charges at the daily rate specified in the Company’s tariff of charges.
6.4 If, 10 Business Days after the date specified for delivery or collection, the Customer has not taken delivery of or collected the Products, the Company may, at its sole discretion, resell or otherwise dispose of the Products. The Company will invoice the Customer for, and the Customer shall pay, any shortfall of the resale price below the price due to be paid by the Customer.
7. TITLE AND RISK
7.1 Risk in the Products will pass to the Customer on collection or the earlier to occur of: (i) delivery; and (ii) transfer to a carrier for delivery.
7.2 Title to the Products will pass to the Customer once the Company has paid the supplier/manufacturer in full for the Products and received payment in full for the Products from the Customer. No payment shall be deemed received until the Company has received cash or cleared funds.
7.3 Until title to the Products has passed to the Customer, the Customer will:
7.3.1 Hold the Products as bailee for the Company;
7.3.2 Store the Products separately from all other material in the Customer's possession;
7.3.3 Take all reasonable care of the Products and keep them in reasonable condition;
7.3.4 Insure the Products with a reputable insurer from the date of delivery against all risks for an amount at least equal to the price, noting the Company's interest on the policy;
7.3.5 Ensure that the Products are clearly identifiable as belonging to the Company;
7.3.6 Not remove or alter any mark on or packaging of the Products;
7.3.7 Inform the Company as soon as possible if it becomes subject to any of the events set out in clause 10.1; and
7.3.8 Provide the Company with such information concerning the Products as the Company may request from time to time. This Clause 7.3 shall be binding on the Customer, its staff, agents, and any receiver, liquidator, trustee in bankruptcy, or other person appointed by the courts.
7.4 Notwithstanding clause 7.3, the Customer may use the Products before ownership has passed in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clause 10.1 has occurred, is to occur, or is likely to occur.
7.5 Notwithstanding clause 7.3, the Customer may resell the Products before ownership has passed where the sale is at full market value in the ordinary course of business dealing as principal. Where Products are resold, the Customer shall hold such part of the proceeds of sale as represents the amount owed to the Company separately (in a bank account that does not contain third-party monies and is not overdrawn) on trust on behalf of the Company and promptly account to the Company for such sale.
7.6 If, before title to the Products passes, the Customer informs the Company or the Company reasonably believes that the Customer is or is likely to become subject to any event in clause 10.1, the Company may require the Customer at its expense to redeliver the Products. If the Customer fails to do so promptly, the Company or its agents may enter any premises where the Products are stored and repossess them.
8. WARRANTIES AND LIMIT OF LIABILITY
8.1 Subject to clauses 8.2 and 8.3, the Company gives no warranty in relation to the Products and/or Services. There shall be no warranty or assurance by the Company that any particular Product is fit for any specific purpose or application unless the Company gives such assurance to the Customer in writing.
8.2 The Customer shall, in relation to Products, only be entitled to the benefit of such warranties as are given by the manufacturer to the Company and/or Customer.
8.3 Unless otherwise agreed in writing by the Company, all used or reconditioned Products are sold 'as is' and without warranty (save for any applicable manufacturer warranty).
8.4 The Company shall be under no liability in respect of any defect or failure arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to comply with manufacturer or Company instructions or good practice, the Company following any design or specification of the Customer, or the Customer repairing or altering Products without prior written agreement.
8.5 The Company may, at its own option and without prejudice to clause 8.10 below, repair, replace, or refund the price of defective Products and/or rectify defective Services. The Customer shall give the Company reasonable opportunity to examine defective Products/Services and return them for repair. These Conditions apply to any repaired or replacement Products or rectified Services.
8.6 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise shall be limited to the cost of replacing or repairing defective Products and/or Services.
8.7 The Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill (whether direct, indirect, or consequential) or any consequential compensation claims arising out of or in connection with the Contract.
8.8 The Customer shall indemnify the Company against all loss, damage, or liability suffered or incurred by the Company or any third party arising out of the negligence, breach of statutory duty, or breach of contract by the Customer or its officers, employees, agents, or contractors.
8.9 The Company will not be liable if delayed in or prevented from performing its obligations due to Force Majeure.
8.10 All warranties, conditions, and other terms implied by statute or common law (save for conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
8.11 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any matter where exclusion would be unlawful.
8.12 The Company shall not be liable for any misrepresentation made by its servants or agents unless made and confirmed in writing by the Company or made fraudulently.
8.13 The Customer warrants that it is entering into this Contract wholly or mainly for the purposes of its trade, business, craft, or profession.
9. SERVICES AND FITTING
The Company will provide Services or fitting to the Customer in accordance with the Order or Job Card and any additional authority provided by the Customer, subject to the Company’s entitlement to make any changes necessary to comply with applicable law, safety requirements, or which do not materially affect the quality or nature of the Services.
10. TERMINATION
10.1 The Contract may be terminated immediately by the Company on written notice to the Customer if:
10.1.1 The Customer commits a material breach of the Contract which is non-remediable or fails to remedy it within 10 days of written notice;
10.1.2 The Customer suspends or threatens to suspend payment of its debts or is unable to pay debts as they fall due;
10.1.3 The Customer negotiates debt rescheduling, makes a proposal/composition with creditors, or applies for court protection from creditors;
10.1.4 The Customer passes a resolution for winding-up or appointment of an administrator;
10.1.5 A liquidator, administrator, or trustee in bankruptcy is appointed in relation to the Customer;
10.1.6 A winding-up order is made or bankruptcy petition lodged against the Customer;
10.1.7 A receiver or administrative receiver is appointed over the Customer or any of its assets;
10.1.8 A creditor attaches, takes possession of, or enforces distress/execution against Customer assets, not discharged within 14 days;
10.1.9 The Customer undergoes any similar procedure in any jurisdiction;
10.1.10 There is a material change in management, ownership, or control of the Customer;
10.1.11 The Customer suspends trading or ceases business; or
10.1.12 The Customer (being an individual) dies or loses capacity to manage their own affairs.
10.2 The Company may terminate this Contract immediately on written notice if the Customer fails to pay any amount due under the Contract on the due date.
10.3 On termination of the Contract for any reason:
10.3.1 The Customer will immediately pay all outstanding undisputed invoices;
10.3.2 The Company will invoice for Products/Services delivered but not yet invoiced, payable within 10 Business Days;
10.3.3 The Customer will return any Products in its possession or control, failing which the Company may enter premises to repossess them;
10.3.4 Accrued rights and liabilities of the parties will remain unaffected; and
10.3.5 Clauses intended by implication to survive termination will remain in effect.
11. COURTESY VEHICLES AND EQUIPMENT
Customers borrowing courtesy vehicles or equipment must ensure the driver holds a current valid UK driving licence and arrange full comprehensive motor insurance for the period of use. The Customer will maintain the vehicle/equipment and return it in the same condition as when taken. The vehicle/equipment must be returned promptly on the agreed return date or on request. Delays in return may incur a fee of £50 per day for unauthorised use plus a storage charge of £15 per day for vehicles or equipment remaining on Company premises.
12. CANCELLATION
The Company may cancel the Contract and any Order by giving written notice to the Customer at any time before Products are delivered or Services carried out. Upon notice, the Company shall repay to the Customer all sums due to the Customer, and all sums owed by the Customer to the Company shall become immediately payable without set-off or deduction.
13. ASSIGNMENT AND THIRD PARTY RIGHTS
The Customer may not assign the Contract without written consent from the Company. The Company may assign or sub-contract the Contract or any part of it to any person, firm, or company. The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14. DATA PROTECTION
14.1 The Company is committed to the fair and proper processing of all personal data held about customers in accordance with applicable UK data protection law. Personal data provided to us (e.g. name, address, contact details) will be processed as set out in this clause 14.
14.2 The Company or its representatives will use personal data to: (i) provide requested products, services, and information; (ii) send safety or recall information; (iii) seek customer feedback and conduct surveys; (iv) provide information on other relevant products and services where consented; (v) prevent fraud and money laundering; (vi) collect outstanding debts; and (vii) perform customer analysis and research.
14.3 The Company may share personal data with: (i) Group Companies (including NI Trucks Limited, Emerald Truck and Van Limited, and Star Rentals Limited) offering commercial vehicle products and services; (ii) vehicle and parts manufacturers for warranty and service support; (iii) purchasers of Group businesses; (iv) assignees of Company rights; and (v) legal or regulatory bodies where required.
14.4 Where third-party service providers or Group Companies process data outside the UK/EEA, the Company ensures appropriate legal safeguards and security measures are maintained.
14.5 Customers may indicate their preferred marketing contact preferences (post, email, telephone, text) or opt out at any time by contacting enquiries@tvcparts.co.uk.
14.6 Customers have rights to access their data and request restriction of marketing processing. Contact: TVC Parts Limited, 3 Mallusk Road, Newtownabbey, BT36 4PP or email enquiries@tvcparts.com with the subject 'Privacy'.
15. PART EXCHANGE AND RETURNS
15.1 In the event that the Company agrees to accept a motor vehicle, equipment, or core unit as partial payment of the price ('Part Exchange Allowance'), such agreement is subject to the following:
15.1.1 The Customer warrants that: (a) it holds good title; (b) the item is unencumbered by third-party interests or all interests have been declared; (c) item details and mileage/hours are accurate; (d) the item has not suffered undisclosed accident damage or total loss claims; and (e) registration details are accurate;
15.1.2 The item will be delivered in the same condition as when examined by the Company;
15.1.3 The item will be delivered together with all documentation, keys, and accessories upon delivery of the new Product/Vehicle;
15.1.4 Title to the part exchange item passes absolutely on delivery to the Company; and
15.1.5 If warranties prove untrue, the Company may adjust the Part Exchange Allowance, and the Customer shall pay any resulting shortfall.
16. GENERAL
16.1 All payments by the Customer shall be made without set-off, counterclaim, or deduction for any tax or levy unless compelled by law.
16.2 If any provision of these Conditions is held invalid or unenforceable, it shall be severed, and remaining provisions shall remain in full force.
16.3 Notices under this Contract shall be in writing and sent to the addresses set out in the Order, deemed received 2 business days after posting by first class post.
16.4 No failure or delay by the Company in exercising any right or remedy shall operate as a waiver.
16.5 These Conditions prevail over any Order terms. The Contract constitutes the entire agreement between the parties.
16.6 This Contract shall be governed by the laws of Northern Ireland, and disputes shall be subject to the exclusive jurisdiction of the Northern Irish courts.
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