In these Terms and Conditions:
Booking In Agreement means the agreement entered in to between RSW and You setting out Your contact details, identifying Your Car and detailing the Services to be undertaken;
Car means the car we perform the Services on;
Insolvency Event an application, notice, resolution or order is made, passed or given for or in connection with Your bankruptcy, winding up, liquidation, dissolution, administration or reorganisation or You are subject to any other kind of insolvency event (including in another jurisdiction) or You enter into or have imposed on You any form of compromise or arrangement with Your creditors generally;
Order means your order for Parts and/or Services as set out in our Booking In Agreement with you or sales invoice;
Parts means parts and accessories We sell to You as set out in Our invoice;
RSW Richard Stewart Williams Limited;
Services means the services we perform on Your Car;
We/Our/Us means RSW; and
You/Your RSW’s customer being the individual or company to whom the Parts and/or Services are supplied.
2. Our Agreement with You
2.1 Save for the terms and conditions set our in Our Booking In Agreement with You, these are the only Terms and Conditions on which RSW supply Parts and/or Services to you.
2.2 Images of Parts on our website and in Our literature are illustrative only. The actual Parts supplied may vary from those images.
2.3 We reserve the right to vary these Terms and Conditions on giving not less than 30 days prior written notice. During the 30 day notice period You can give notice to cancel Your order in accordance with clause 12.
3.1 RSW may subcontract all or any part of the Services if, in our absolute discretion, specialist services are required for the purpose of completing the Services.
3.2 RSW shall retain the ownership of all Parts supplied to you or fitted to the Car by Us and ownership will only transfer to You upon Your settling in full the invoice(s) for the Services.
3.3 RSW reserves the right to increase its labour rates without any prior notice.
4. Changes to Your Order
4.1 You may change Your Order at any time before it has been fulfilled.
4.2 If You change Your Order We reserve the right to cancel the Order in which case clause 4.3 shall apply. If We accept a change to the Order We reserve the right to amend our price for that Order.
4.3 If We cancel an Order under clause 4.2 You must pay for all Parts and Services provided or used to the date of cancellation as stated in clause 12.
5.1 Any estimate is RSW’s considered approximation of the likely cost of the Services and/or Parts.
5.2 All estimates are estimates only and are not to be treated as firm quotations.
5.3 The estimate is based on the cost for the Services and/or Parts at the time the estimate is given.
6.1 RSW will store Your Car at Our premises whilst We are working on it and will take all reasonable precautions to ensure its security.
6.2 RSW will not charge for storage when the Car is in Our workshop in connection with carrying out the Services.
7. Collection of Your Car
7.1 RSW will inform You when the Services are complete or, if You decide not to proceed with Our recommendations, when You inform us of that decision. At that time Your Car will be ready for You to collect.
7.2 If you arrange for a third party to collect Your Car for You, You must ensure that RSW is informed of the name of person or company collecting the Car prior to collection.
7.3 If You fail to remove Your Car within 3 months of Our first notice to collect RSW shall be entitled to dispose of it in the manner permitted by Section 12 of the Torts (Inference with Goods) Act 1977.
8.1 The Car shall remain at Your risk at all times notwithstanding that You have entrusted the Car to RSW.
8.2 You shall insure the Car on an all risks policy at all times whilst the Car is in the custody of RSW and You shall, on request, provide documentary evidence of such insurance.
9. Estimates, Invoicing and Payment
9.1 If We provide You with an estimate for the price of the Parts and/or Services it will remain valid for 30 days.
9.2 The price of the Parts and/or Services may be increased above that given in any estimate by an amount attributable to (i) any suspension or alteration to the Parts and/or Services due to Your delay in providing instructions or changing Your instructions (ii) any variation in taxes and duties or other costs between the date of the estimate and date of the completion of the Services and (iii) any additional work found necessary to complete the Services but not specified in the estimate.9.3
9.3 All RSW invoices shall be paid within 14 days of the date of the invoice or at the time of Your collection of the Car (whichever is the sooner) unless on the face of the invoice another date is given.
9.4 Payment must be made bank transfer, cash or credit / debit card in Great British Pounds unless otherwise agreed by RSW first in writing.
9.5 RSW reserves the right to:
9.5.1 charge interest on all or any part of any invoice not settled in full by the due date at a rate of 4% above the base lending rate of the Bank of England until paid (even if that is after a court judgement); and
9.5.2 at the time of the Order and/or at subsequent times to require payment on account.
9.6 RSW reserves the right to stop work on a Car if outstanding invoices have not been paid.
9.7 All invoices are subject to VAT at the prevailing rate, where applicable.
9.8 All payments received by Us which are not referenced to a particular invoice number shall be allocated by Us to the oldest debt first.
9.9 Where Services are provided for a Car which is subject to an insurance claim, You agree at RSW’s request to sign any documents required by the insurer of the Car to authorise payment for the Services. If the insurer of the Car does not pay some or all of Our invoice You will be responsible for all unpaid sums.
10. Events Outside Our Control
10.1 RSW will not be liable for any failure to perform, or delay in performance of, any of our obligations, under these Terms and Conditions that is caused by an Event Outside Our Control (“EOOC”). For the purpose of these Terms and Conditions an EOOC means an act or event beyond RSW’s reasonable control, including without limitation, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat of preparation from war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks, strikes, lock-outs or other industrial action, unavailability or parts or materials or personnel.
10.2 If an EOOC takes place which affects the performance of RSW’s obligations under these Terms and Conditions we will contact You as soon as reasonably practicable to notify You and Our obligations under these Terms and Conditions will be extended for the duration of the EOOC. Where the EOOC affects Our performance of the Services we will endeavour to restart the Services as soon as possible after the EOOC is over.
11.1 Delivery and collection of all Cars and Parts shall be during Our normal working hours at Protech House, Copse Road, Cobham, Surrey KT11 2TW.
11.2 All risk in any Services and Parts sold to You shall pass to You on completion of the Order or earlier delivery of Your Car or Parts to You.
11.3 An Order shall be deemed completed when (i) You or Your agent collects Your Car or Parts from Us or (ii) we dispatch your Parts to You.
11.4 Title to Parts we sell to You shall only pass once You have paid in full the relevant invoice for the Parts in question.
11.5 Until ownership of the Parts has passed to You, You shall:
11.5.1 store them so that they remain readily identifiable as belonging to Us;
11.5.2 not remove, deface or obscure any identifying mark or packaging on or relating to them; and
11.5.3 maintain them in satisfactory condition, keep them insured for their full value with a reputable insurer and ensure Our interest is noted on the policy and on request allow Us to inspect our Parts and the policy.
11.6 If before ownership of the Parts passes to You, You are subject to an Insolvency Event, then without limiting any other right We may have We may at any time:
11.6.1 require You to deliver to Us our Parts in Your possession which have not been resold, or irrevocably incorporated in to another product; and
11.6.2 if You fail to do so promptly, enter Your or any third party’s premises where the relevant Parts are stored in order to recover them.
11.7 If RSW fail to comply with these Terms and Conditions, RSW shall only be responsible for loss or damage you suffer that is a foreseeable result of RSW’s breach of these Terms and Conditions or RSW’s negligence, but RSW are not responsible for any loss or damage that is not foreseeable or which is not the result of Our breach of these Terms and Conditions or Our negligence. Any particular loss or damage is foreseeable only if at the time of this Agreement it was an obvious consequence of Our breach or negligence or it was clearly contemplated by both You and RSW at the time of Your Order. You must make every effort to mitigate any loss. Time shall not be of the essence in respect of any of RSW’s obligations under this agreement and accordingly RSW shall not be liable for any delay in supplying the Services and/or Parts.
12 Your Rights to Cancel
12.1 You may cancel Your Order at any time before the Order is completed by giving written notice to Us. An Order is completed in accordance with clause 11.3.
12.2 If you cancel an Order before the Order is completed You will pay Us all the costs incurred by Us up to the time of cancellation including all labour costs and the costs of all Parts.
12.3 If You have paid any sums in advance these will be applied to pay any sums due under clause 12.2 and any balance will be repaid to You or if there is a shortfall You must pay the amount of the shortfall.
13 Our Rights to Cancel
13.1 RSW may cancel Your Order at any time with immediate effect by giving You written notice if:
13.1.1 You do not pay Us when you should under clause 9. Cancellation does not affect Our right to charge You interest under clause 9; or
13.1.2 You breach this agreement in a material way and You do not remedy the situation within 14 days of Us asking You to in writing (or such longer period as We may specify); or
13.1.3 You are subject to an Insolvency Event; or
13.1.4 there is an EOOC which continues for 60 days or more and is still continuing.
13.2 If We cancel an Order under clause13.1 You must still pay RSW in the same manner and extent as provided in clause 12.2.
14.1 If you have any questions or if you have any complaints please contact us. You can contact RSW by telephoning 01932 868377 or by writing to us.
14.2 If you wish to contact us in writing, or if a clause of these Terms and Conditions requires you to give RSW notice, you can send this to RSW by hand or by post to Richard Stewart Williams Limited at Protech House, Copse Road, Cobham, Surrey KT11 2TW. RSW will confirm receipt of this by contacting you in writing at the postal address set out overleaf.
15 .1 RSW shall have a lien on Your Car and any other of Your assets in Our possession until all sums due to Us have been paid. After giving you 60 days notice RSW shall have the right to sell or dispose of your Car or any other assets as Your agent and at Your expense and apply the proceeds towards the payment of the sums due to Us. Upon accounting to You for any balance remaining after payment or all payments due to RSW and costs of sale or disposal, RSW shall be discharged of all liability in respect of Your Car and other assets.
16.1 This agreement is between RSW and You. No other person shall have any rights to enforce any of its terms.
16.2 Only RSW may transfer its rights and obligations under these Terms and Conditions to another party. RSW will notify You if this happens but this will not affect Your rights or RSW obligations under these Terms and Conditions.
16.3 If RSW fail to insist that You perform any of Your obligations under these Terms and Conditions, or if RSW do not enforce Our rights against You, or if RSW delays in doing so, that will not mean that RSW have waived Our rights against You and will not mean that You do not have to comply with those obligations. If RSW do waive a default by You, we will only do so in writing, and that will mean that RSW will automatically waive any later default by You.
16.4 Each clause of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful, the remaining clauses will remain in full force and effect.
16.5 These Terms and Conditions shall be governed by English law and any dispute in connection with them or any claim You may bring against RSW (whether in contract or tort) shall be determined exclusively by the courts of England and Wales to whose jurisdiction we both hereby irrevocably submit.