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MS-RT Conditions of Sale

These are the terms and conditions on which we supply products to you. Please read these terms carefully before you submit your order to us.
1.Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time by the Supplier.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from the Supplier.
Dealer Portal an online interactive portal between the Supplier and sellers of the Vehicles and the Goods to access information and obtain quotations in relation to the Goods
Delivery Location: has the meaning given in clause 4.2.Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control. Goods: the goods(or any part of them)being the Supplier’s vehicle conversion products and accessories as set out in the Order.
Group: means in relation to any company that company and every other company which is from time to time a subsidiary or holding company of that company or a subsidiary of any such holding company and the term “member of its Group” shall be interpreted accordingly
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form or in the Customer’s written acceptance of the Supplier’s quotation as the case may be.
Specification: any specification for the Goods provided by the Supplier.
Supplier: Edward Davies Commercials Limited trading as MS-RT(registered in England and Wales with company number 03880838).Vehicle : the motor vehicle on which the Goods are applied (whether by the Supplier or the Customer)
1.2 Interpretation:
(a)A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b)A reference to a party includes its personal representatives,successors and permitted assigns.
(c)A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to astatute or statutory provision includes all subordinate legislation made under that statute orstatutory provision.
(d)Any words following the terms including, include, in particular, for exampleor any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2(e)A reference to writing or written includes fax and email.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 10 Business Days from its date of issue.
3.Goods
3.1 The Goods are described in the Supplier’s current product range as shown on the Supplier’s website and in its materials. The images of the products are for illustrative purposes onlyand shall not form part of the Contract.
3.2 The Supplier reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.
4.Delivery
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, relevant Customer and Supplier reference numbers, the type and quantity of the Goods and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Where the Customer is collecting the Goods, the Delivery Location shall be the Supplier’s premises.
4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.7 The Customer shall inspect the Goods immediately following delivery. Any claim by the Customer in respect of non-delivery, for defects apparent on inspection, shortage or damage in transit or for deviation, mis-delivery, delay of the whole or any part of the delivery of the Goods shall be notified to the Supplier in writing by the Customer within 7 days of delivery or receipt of part of the delivery as the case may be. Any claim by the Customer in respect of defects not apparent on inspection at the time of delivery must be given in writing as soon as reasonably practicable after the defect is discovered and in any event the Supplier must be notified in writing within 30 days of delivery of the Goods failing which all such claims shall be considered waived.
5. Quality and Warranty
5.1 The Supplier warrants that on delivery, and for a period of 12months from the date of delivery (Warranty Period),the Goods shall:(a)conform in all material respects with their description and any applicable Specification; and(b)be free from material defects in design, material and workmanship; and(c)be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause
5.3, if:
(a)the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b)the Supplier is given a reasonable opportunity of examining such Goods; and
(c)the Customer (if asked to do so by the Supplier)returns such Goods to the Supplier’s place of business; the Supplier shall, at its option, repair or replace the defective Goods(and refund the cost of return of the Goods by the Customer where they are found to be defective),or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the failure of the Goods to comply with the warranty set out in clause 5.1in any of the following events:
(a)the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b)the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods and good trade practice regarding the same;
(c)the defect arises due to accidental damage of any kind including flooding, accident, rallying, racing or any other improper use;
(d)failure to properly maintain the Vehicle in accordance with Vehicle manufacturer schedules and service instructions;
(e)factors beyond the control of the Supplier and the Vehicle manufacturer including airborne contamination, storm damage, stone chips, scratches, excessive heat, salt erosion and use of unsuitable cleaning agents;(f)the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; (g)unauthorised modifications of the Vehicle and/or the Goods; the Customer alters or repairs such Goods without the written consent of the Supplier; (h)the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or(i)the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 The Supplier shall have no liability to the Customer in respect of the Vehicle. Any defects in the Vehicle are subject to the manufacturer’s warranty in respect of the Vehicle. The Supplier shall not be liable for any costs associated with a replacement vehicle during any repair period of the Goods.
5.5 The Supplier shall have no liability to the Customer in respect of replacements tyres, bulbs, light emitting diodes and fuses.
5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 5.1.
5.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.8 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.9 An extended Warranty Period may apply to a number of the Supplier’s Goods. For details of any extended Warranty Period, the Customer is referred to the Warranty information provided in relation to the relevant Goods. These Conditions shall apply to any extended Warranty Period.
6.Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a)store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b)not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c)maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d)notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b)9.1(b)to clause 9.1(d); and
(e)give the Supplier such information as the Supplier may reasonably require from time to time relating to:(i)the Goods; and(ii)the ongoing financial position of the Customer.
6.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer orof any third party where the Goods are stored in order to recover them.
7.Price and payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of placing the Order.
7.2 The Supplier may, by giving notice to the Customer at any time up to 20Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:(a)any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);(b)any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or (c)any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods: (a)excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and(b)excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer; and (c)excludes the cost of any duties, taxes and other charges that may apply to delivery of the Goods outside the UK; and The Customer is responsible for payment of all VAT and any duties, taxes and other charges that may apply to Orders for delivery outside the UK and for paying all such amounts to the relevant authorities in the country of importation.
7.4 Where the Customer purchases the Goods through a Dealer Portal, the cost of packaging, insurance and transport of the Goods shall be calculated according to the Dealer Portal. The Supplier reserves the right to make changes to the quoted cost in the event that insufficient or incorrect information is provided by the Customer or in relation to any provisions applying under clause 7.2
7.5 Unless otherwise agreed, payment for the Goods is required when the Order for the Goods is placed and the Customer shall make payment in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. The Supplier shall submit the invoice for the Goods to the Customer on despatch of the Goods. 7.6If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9(Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.67.6will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.7All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.Limitation of liability
8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:(a)death or personal injury caused by negligence;(b)fraud or fraudulent misrepresentation; (c)breach of the terms implied by section 12 of the Sale of Goods Act 1979; or(d)defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.18.1, the Supplier’s total liability to the Customer shall not exceed the price of the Goods.
8.3Subject to clause 8.1, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and in direct or consequential loss.
8.4 This clause 8shall survive termination of the Contract.
9.Termination
9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:(a)the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10days of that party being notified in writing to do so; (b)the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;(c)the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or(d)the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effectto the terms of the Contract is in jeopardy.
9.2Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d)or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10.Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed and the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate the Contract by giving 10 days’ written notice to the affected party.
11.General
11.1 Assignment and other dealings.(a)The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or anyofits rights or obligations under the Contract.(b)The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2Confidentiality.Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.3Entire agreement.(a)This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.(b)Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.7 Notices. Any notice given under the Contract shall be in writing and delivered by hand, fax, email, first class post or special delivery post to the address of the Party specified in the Order or such other address as is notified to the other Party from time to time provided that in the case of notices sent by fax or email a confirmation copy of the transmission is sent to the recipient by first class post or special delivery post to the relevant address of the other party. Notice sent by post shall be deemed to have been delivered two business days after it has been posted in a correctly addressed prepaid envelope.
11.8 Third party rights. This Contract shall be binding upon and enure to the benefit of the Supplier and every member of the Supplier’s Group. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.