These terms and conditions set forth the guidelines for using the Van Engines Works Website, which is situated at 36 Bates Road, Romford RM3 0JH, UK.
1.2 Unless specified otherwise, every term in these Terms and Conditions implies:
1.2.1 "Writing", or any related term, includes electronic, facsimile transmissions, or other similar means of communication;
1.2.2 a statute or its provision refers to that statute or provision as modified or re-enacted when applicable;
1.2.3 "These Terms and Conditions" refers to these Terms and Conditions along with all Schedules as altered or augmented when applicable;
1.2.4 a Schedule pertains to a schedule within these Terms and Conditions, and 1.2.5 a Clause or paragraph denotes a Clause from these Terms and Conditions (excluding the Schedules) or a paragraph from the pertinent Schedule, and 1.2.6 a "Party" or the "Parties" denote the parties involved in these Terms and Conditions.
1.3 The headings in these Terms and Conditions serve solely for ease of reference and shall not influence the interpretation of these Terms.
1.4 Words conveying the singular number include the plural and vice versa.
1.5 References to any gender include all other genders.
2.1 The Seller's employees or agents are not authorized to make any representations about the Engine unless the Seller confirms these in writing. By entering the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such unconfirmed representations.
2.2 Sales literature, including websites and other electronic materials, along with price lists and other documents issued by the Seller regarding the Engine, are subject to change without notice and do not constitute offers to sell the Engine that can be accepted.
2.3 The Buyer cannot withdraw, cancel, or modify an order before it is accepted by the Seller, and no contract for the sale of the Engine is binding on the Seller unless the Seller has either issued a quotation that explicitly offers to sell the Engine or has accepted an order from the Buyer, whichever comes first:
2.3.1 the Seller’s written acceptance;
2.3.2 delivery of the Engine; or
2.3.3 the Seller’s invoice.
2.4 Any typographical, clerical, or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice, or other documents or information issued by the Seller are subject to correction without any liability on the part of the Seller.
3.1 An order placed by the Buyer is not accepted until the Seller's authorized representative confirms it in writing.
3.2 Product specifications are as per the Seller's sales documentation unless the Buyer's order, which the Seller accepts, states otherwise. Engine are supplied only in minimum units listed in the Seller’s price list or as multiples of the sales order specified.
3.3 Any orders placed for quantities different from those mentioned in sub-Clause 3.2 will be modified accordingly. Visuals like illustrations, photographs, or descriptions in catalogues, brochures, and other documents or websites are purely advisory and are not contractually binding for the Seller.
3.4 The Seller has the right to alter the specifications of the Engine to meet necessary safety or legal standards, or where the Engine need to match the Seller's specifications, provided these changes do not substantially alter their quality or functionality.
3.5 Once the Seller has accepted an order, the Buyer cannot cancel it without the Seller's written consent. If cancellation is agreed upon, the Buyer must fully compensate the Seller for all resultant losses (including profit loss), costs (including all labour and materials used), damages, charges, and expenses.
4.1 The cost of the engines or engine parts will be as listed on Van Engine Works, effective on the date the Buyer’s order is accepted, or as otherwise agreed in writing between the Seller and the Buyer.
4.2 When the Seller offers a price different from the published price list, such quoted price remains valid for only 7 days or for a shorter period as specified by the Seller.
4.3 The Seller may modify the price of the Engine by notifying the Buyer at any time before delivery, to cover any cost increase due to factors outside the Seller's control (including foreign exchange shifts, regulatory changes, duty alterations, and major labour or material cost rises), any changes in delivery dates, quantities or specifications requested by the Buyer, or any delays due to Buyer’s instructions or lack of adequate information from the Buyer.
4.4 [The Seller will provide the Buyer with quantity discounts in line with the payment terms outlined in the Seller’s current price list at the time the Buyer's order is accepted.]
4.5 [The Seller will grant a settlement discount as detailed in the Contract, provided payment is made on or before the due date and in line with these Terms and Conditions, assuming no other debts to the Seller are outstanding and unpaid by the Buyer.]
4.6 Unless stated otherwise in any quote or price list of the Seller, or agreed upon in writing between the Buyer and Seller, all prices include the Seller’s costs for packaging and shipping.
4.7 Prices exclude any applicable VAT, taxes, or similar levies imposed by any fiscal authority on the Engine, which the Buyer must also pay to the Seller.
5- Payment
5.1 Unless specifically agreed otherwise in writing, the Seller will bill the Buyer for the Engine post-delivery. If the Buyer is to collect the Engine or doesn’t take delivery as agreed, the Seller may bill anytime after notifying the Buyer that the Engine are ready for pick-up or attempting delivery.
5.2 The Buyer must pay the invoiced amount (deducting any discounts or credits offered by the Seller, but with no other deductions) within 30 days from the invoice date, or as per any other agreed credit terms. Payment is due on the agreed date whether or not the Engine have been delivered or ownership has transferred. Payment timing is critical. Receipts are provided only upon request.
5.3 Payments must be made as directed on the Seller’s invoice or acceptance form.
5.4 The Seller is not required to accept orders from customers who do not provide acceptable references. If the Seller doubts the Buyer’s creditworthiness, it may demand immediate cash payment for future deliveries and require immediate payment of all outstanding balances.
6- Delivery
6.1 The Seller will deliver the Engine to the location specified in the order or acceptance, within the United Kingdom. If no delivery location is specified, the Buyer must collect the Engine from the Seller’s location once notified they are ready.
6.2 The delivery date is approximate. Delivery timing is not guaranteed unless specifically agreed in writing. The Seller may deliver early if reasonable notice is given.
6.3 Delivery may be in instalments, each treated as a separate contract. Failure to deliver any instalment, or any claims regarding an instalment, does not allow the Buyer to cancel the entire contract.
6.4 If the Buyer fails to accept delivery or provide necessary instructions, documents, or authorisations on the delivery date, the Seller may store the Engine at the Buyer’s expense. In such cases, risk passes to the Buyer, delivery is considered complete, and the Buyer will bear all related costs, including storage and insurance.
7- Non-Delivery
Should the Seller fail to deliver the Engine or any portion thereof on the agreed Delivery Date, except due to circumstances beyond the Seller's reasonable control or the fault of the Buyer or its carrier:
7.1 the Seller shall not be liable for any delay if the Engine are delivered at a later time; or
7.2 if the Buyer submits a written notification within 7 Business Days following the Delivery Date and the Seller does not deliver within 7 Business Days of receiving this notice, the Buyer may terminate the order. The Seller’s liability will be limited to the difference, if any, between the cost of similar Engine to replace those undelivered and the price of the undelivered Engine.
8- Inspection / Shortage
8.1 The Buyer should inspect the Engine upon delivery or collection when feasible.
8.2 If inspection of the Engine is not possible, the carrier's note or an equivalent note must be marked "not examined".
8.3 The Seller will not be liable for any damages or shortages that are evident upon reasonable and careful inspection if this Clause is not adhered to, and in any case, will not be liable unless a written complaint is submitted within 24 Hours of delivery specifying the alleged damage or shortage.
8.4 The Seller will not be liable for any defects or shortages unless the Buyer provides an opportunity to inspect the Engine before they are used, altered, or modified.
8.5 In accordance with sub-Clauses 8.3 and 8.4, the Seller will address any shortages in the Engine and, where necessary, replace any Engine damaged during transit as soon as reasonably possible, but will otherwise have no liability for such shortages or damages.
9- Risk and Retention of Title
9.1 The risk of damage or loss of the Engine transfers to the Buyer at:
9.1.1 for Engine collected at the Seller's premises, the moment the Seller informs the Buyer that the Engine are ready for pickup; or
9.1.2 for Engine delivered not at the Seller's premises, at the delivery time, or if the Buyer improperly refuses delivery, when the Seller has attempted to deliver the Engine.
9.2 Despite delivery and risk transfer, ownership of the Engine remains with the Seller until full payment is received in cash or cleared funds.
9.3 [Despite Sub-Clause 9.2, ownership will not transfer to the Buyer until the Seller receives full payment for the Engine and any other items supplied by the Seller, and the Buyer has settled all outstanding debts with the Seller, regardless of the debt's origin.]
9.4 Until the Buyer pays in full and obtains ownership, they must keep the Engine separately and properly stored as the Seller’s bailee, ensure the Engine are clearly marked as supplied by the Seller, and insure them against common risks.
9.5 The Buyer may not pledge or secure any unpaid Engine. If the Buyer does, all debts to the Seller become immediately due.
9.6 The Seller may reclaim any Engine still owned without notice. The Buyer must allow the Seller access during business hours to retrieve Engine and verify storage and labelling as per sub-Clause 9.4.
9.7 The Buyer’s right to possess the Engine ends if:
9.7.1 the Buyer seriously breaches these Terms and Conditions;
9.7.2 the Buyer enters a voluntary arrangement under Insolvency Act 1986 Part 1, or makes another creditor arrangement;
9.7.3 the Buyer becomes subject to bankruptcy or another insolvency relief;
9.7.4 the Buyer calls creditors’ meetings, undergoes liquidation, or has assets managed by external parties;
9.7.5 court documents for appointing an administrator for the Buyer are filed;
9.7.6 the Buyer or its directors or a secured creditor signals intent to appoint an administrator;
9.7.7 a liquidation or administration resolution or petition is made against the Buyer;
9.7.8 any insolvency proceedings start concerning the Buyer.
10- Assignment
10.1 The Seller can transfer the Contract or parts thereof to any entity.
10.2 The Buyer cannot transfer the Contract without the Seller's explicit written approval.
11.1 This Clause is independent of Clause 12, which covers sale or return conditions.
11.2 Should the Engine be materially defective upon delivery, and if the Buyer either lawfully rejects these defective Engine or accepts them with a note of 'condition and contents unknown,' and notifies the Seller in writing of the defects within three business days following delivery, the Seller has the option to:
11.2.1 replace the defective Engine within 30 days of receiving the notice from the Buyer; or
11.2.2 refund the price of the defective Engine to the Buyer.
11.3 Despite sub-Clause 11.2, the Seller's liability regarding defective Engine will be no further extended, and the Buyer cannot reject the Engine if they fail to refuse delivery or notify as required by sub-Clause 11.2.
11.4 Engine can only be returned to the Seller with the Seller’s prior written consent. If the returned Engine are confirmed by the Seller as having defects in quality or condition not apparent on inspection, they will either be replaced at no charge or, at the Seller’s discretion, the Buyer will be refunded or credited for the price of the defective Engine. The Seller will have no additional liability.
11.5 The Seller assumes no responsibility for defects caused by normal wear and tear, intentional damage, negligence, conditions typical for the Engine, failure to follow instructions provided by the Seller (whether orally or in writing), misuse, or alterations made without the Seller’s approval, or any other actions or omissions by the Buyer, its employees, agents, or any third party.
11.6 Except as stated in these Terms and Conditions and unless the Engine are sold to a consumer, all implied warranties, conditions, or other terms are excluded to the maximum extent permitted by law.
11.7 When Engine are sold to a consumer, the statutory rights of the Buyer remain unaffected by these Terms and Conditions.
11.8 Apart from liability for death or personal injury due to Seller’s negligence, or as explicitly stated in these Terms and Conditions, the Seller is not liable for:
11.8.1 any representation;
11.8.2 any implied warranty, condition or term;
11.8.3 any common law duty;
11.8.4 any statutory duty; or
11.8.5 any explicit contractual term, for losses or damages that arise from or in connection with the supply, use, or resale of the Engine by the Buyer, including:
11.8.6 any direct or consequential loss or damage (including, but not limited to, lost profits, indirect or special losses);
11.8.7 costs;
11.8.8 expenses; or
11.8.9 other claims for consequential compensation (whether due to negligence of the Seller, its employees or agents, or otherwise).
11.9 The Buyer must ensure that any use or sale of the Engine complies with all relevant legal requirements and that the Engine are handled and sold according to the Seller’s instructions or those of any competent governmental or regulatory authority. The Buyer will indemnify the Seller against any losses or damages resulting from non-compliance with this clause.
12- Sale or Return
12.1 This Clause operates independently of Clause 11, which addresses defective Engine, applying exclusively to undamaged Engine the Buyer chooses to return on a sale or return basis.
12.2 The Buyer is entitled, without prior authorization, to return the Engine within a 14-day period beginning on the Return Date, provided that:
12.2.1 the Buyer has fully paid for the Engine as required by Clause 5, and the Seller has received such payment;
12.2.2 the Returned Engine are undamaged, remain in a condition suitable for sale, and do not need removal of any defacing marks, labels, or other materials that may have been attached to the Engine or their packaging;
12.2.3 the Buyer completes a returns form and sends it with the Returned Engine; and
12.2.4 the Seller is not required to refund or return the Engine if the conditions in sub-Clauses 12.2.1, 12.2.2, and 12.2.3 are not met.
12.3 [Despite sub-Clause 12.2.2, the Seller may choose to accept damaged or marked Returned Engine at its discretion and pay the Buyer a reduced amount reflecting the estimated value of such Engine.]
12.4 The Buyer solely bears the cost of returning any and all Returned Engine under this Clause.
12.5 The Seller must refund the Buyer within 30 days of receiving the Returned Engine in an undamaged and saleable state as described in sub-Clause 12.2.2.
12.6 Upon receipt of the Returned Engine, the Seller will send the Buyer a statement of returned Engine detailing any reimbursement due, including any deductions or set-offs for damaged or non-saleable Engine.
13- Risk and Retention of Title in Returned Engine
13.1 The Seller assumes the risk of damage or loss of the Returned Engine upon delivery. Should the Seller wrongfully decline to accept the Returned Engine, risk transfers when the Buyer has attempted delivery.
13.2 Despite delivery and risk transfer, title to the Returned Engine remains with the Buyer until full payment is received in cash or cleared funds.
13.3 Before title and payment are settled per these Terms, the Seller holds the Returned Engine as the Buyer’s bailee, must store them separately in a suitable environment, ensure they are marked as returned by the Buyer, and insure them against reasonable risks.
13.4 The Seller cannot pledge or secure debts using the Returned Engine that are still owned by the Buyer. If such pledging occurs, all debts owed to the Buyer become immediately payable.
13.5 The Buyer may repossess the Returned Engine without notice where it retains title and may enter the Seller’s premises during business hours to do so and check compliance with these storage and identification rules.
13.6 The Seller loses the right to possess the Returned Engine if:
13.6.1 the Seller significantly breaches these Terms;
13.6.2 the Seller engages in a voluntary arrangement under Insolvency Act 1986 Part 1, or makes another arrangement with creditors;
13.6.3 the Seller is subject to a bankruptcy order or uses statutory relief for insolvent debtors;
13.6.4 the Seller organizes a creditor meeting, enters liquidation, or appoints external management over assets or undertakings;
13.6.5 court filings occur for the Seller’s administration;
13.6.6 the Seller or directors signal intent to appoint an administrator, or a secured creditor does so;
13.6.7 a winding-up resolution or administration order petition for the Seller is submitted; or
13.6.8 proceedings start concerning the Seller’s insolvency or potential insolvency.
14- Buyer's Default
14.1 Should the Buyer miss a payment when due, the Seller, without losing any other rights, is entitled to:
14.1.1 cancel the order or pause further deliveries to the Buyer;
14.1.2 allocate any Buyer payments to any Engine (or other Engine under a separate contract with the Buyer) as the Seller deems appropriate (regardless of the Buyer's intended allocation); and
14.1.3 charge the Buyer interest on the overdue amount at 20% per annum over Metro Bank plc's base rate, accruing daily, until full payment is made (treating part of a month as a full month for interest calculation).
14.2 Clause 14 applies under the following conditions:
14.2.1 the Buyer fails to meet any obligations under this Contract or breaches the Contract in any other way;
14.2.2 the Buyer is placed under administration, enters into a voluntary arrangement with creditors (as defined in the Insolvency Act 1986), declares bankruptcy as an individual or firm, or enters liquidation as a company;
14.2.3 an encumbrancer seizes or a receiver is appointed over the Buyer’s assets;
14.2.4 the Buyer stops or threatens to stop conducting business; or
14.2.5 the Seller reasonably believes any of the above events might occur soon and informs the Buyer accordingly.
14.3 If sub-Clause 14.2 is triggered, the Seller may cancel the Contract or halt deliveries without liability, and if the Engine are delivered but unpaid, their cost becomes immediately due, regardless of prior agreements.
15- Limitation of Liability
15.1 Subject to Clauses 6, 7, and 14, the Seller's total financial liability (including that from its employees and agents) to the Buyer involves:
15.1.1 any breach of these Terms and Conditions;
15.1.2 any handling (including modifications) or resale of the Engine by the Buyer; and
15.1.3 any misrepresentation, negligence, or other wrongful act connected with the Contract.
15.2 Except for obligations under Section 12 of the Sale of Engine Act 1979, all other warranties and conditions implied by law are excluded to the maximum extent allowed by law.
15.3 The Seller does not limit its liability for:
15.3.1 death or personal injury due to its negligence;
15.3.2 any unlawful liability exclusion attempts; or
15.3.3 fraud or fraudulent misrepresentation.
15.4 Except as stated in sub-Clauses 15.2 and 15.3:
15.4.1 the Seller’s liability, whether in contract, tort, misrepresentation, restitution or otherwise, related to the Contract, shall not exceed the price of the Contract; and
15.4.2 the Seller is not liable for indirect or consequential losses, including lost profits, business, or goodwill, or any related compensation claims arising from the Contract.
16- Confidentiality, Publications, and Endorsements
16.1 The Buyer commits to the Seller:
16.1.1 the Buyer will treat as confidential the Contract and all information gained about the Seller’s business or Engine, agreeing not to use or disclose any such information to third parties without the Seller's explicit prior written consent, unless such information is already public through no fault of the Buyer;
16.1.2 the Buyer will neither use nor allow others to use any trademarks, logos, or symbols associated with the Seller, including on any premises, websites, emails, stationery, advertisements, or other media, without prior written permission from the Seller and any applicable licensors;
16.1.3 the Buyer will ensure that its employees and agents adhere to this Clause.
16.2 This Clause will remain in effect even after this Contract ends.
17- Notices
17.1 All notices under these Terms and Conditions must be written and considered duly delivered when signed by an authorized representative of the notifying Party.
17.2 Notices are deemed delivered:
17.2.1 upon receipt if handed over directly or sent via courier or registered mail during the recipient's usual business hours;
17.2.2 upon sending, if transmitted by fax or email and confirmed by a successful transmission report or return receipt;
17.2.3 five business days after being posted by national standard mail, postage prepaid;
17.2.4 ten business days after being sent by airmail, postage prepaid, to the Party's latest provided address, email, or fax number.
18.1 Neither Contract Party shall be held responsible for failing or delaying their obligations if caused by unforeseen events beyond reasonable control. Such events may include, but are not limited to: power outages, ISP failures, labour strikes, civil disorder, natural disasters like fires, floods, and earthquakes, terrorist acts, wars, government actions, or any uncontrollable events.
18.2 The sub-Clause 18.1 does not cover labour strikes initiated by the incapacitated Party.
18.3 Should incapacity last beyond < >, the Contract ends automatically unless both Parties agree otherwise in writing.
19- No Waiver
Both Parties concur that not enforcing any contract term does not imply waiving the right to enforce that or any term later. Such inaction is not a waiver of any prior or future breaches and does not count as a continuous waiver.
20- Severance
If any provision of these Terms is deemed illegal, invalid, or unenforceable, such provisions are to be considered detached from the rest, which will remain valid and enforceable.
21- Third Party Rights
Individuals not part of this Contract have no rights under it, as stated by the Contracts (Rights of Third Parties) Act 1999.
22.1 The Parties agree that any disputes or differences relating to these Terms and Conditions or the Contract shall be submitted to arbitration by a sole arbitrator, who shall be qualified and experienced in resolving such disputes.
22.2 The arbitrator will be mutually chosen by the Parties, or, if they cannot agree, appointed by the current president of the Law Society of England and Wales.
22.3 The arbitration will occur in Staines Upon Thames and will comply with the Arbitration Act 1996 or its current re-enactment or amendment.
22.4 The Parties commit to provide the arbitrator all reasonably requested information pertaining to the dispute, maintaining necessary confidentiality.
22.5 The arbitrator is required to issue a decision within 30 days of receiving all the necessary information, or as soon as reasonably possible thereafter. The Parties will assist the arbitrator to meet this deadline.
22.6 The costs and fees of the arbitrator will be equally borne by the Parties. The arbitrator's decision will be conclusive and binding on both Parties.
22.7 [The Parties waive any rights to appeal or to seek judicial review of the arbitrator’s decisions by the courts of England and Wales.]]
23- Governing Law and Jurisdiction
23.1 These Terms and Conditions are governed by the laws of England and Wales.
23.2 [Disputes arising under these Terms and Conditions or the Contract will be subject to the jurisdiction of the courts of England and Wales.]