1. Interpretation:
1.1 In these Conditions:
'COMPANY' means Solomon Commercials Limited (registered in England and Wales under number 
1555887).
'CUSTOMER' means the person who accepts a quotation of the Company for the sale of the Goods or 
whose order for the Goods is accepted by the Company.
'GOODS' means the Box bodies and fittings and other goods (including any instalment of the goods or any 
parts for them) which is of the Company's manufacture and is to be supplied in accordance with any Contract.
'INSTALLATION' means the building by the Company onto the Vehicle of the Goods and ancillary items 
together with such Third Party Products as is appropriate.
'VEHICLE' means any Cab and Chasis supplied by the Customer either before or after the Services shall 
have been performed thereon as the context shall permit.
'THIRD PARTY PRODUCTS' means all the electrical mechanical or electronic units or equipment (which are 
not manufactured by the Company) and which the Company is to install including refrigeration units, tailifts, 
hoists, temperature monitoring equipment, computer logging devices and load restraint systems.
'SERVICES' shall mean the provision by the Company to the Customer of the Goods and/or the Third Party 
Products and/or the Installation in accordance with the Contract. 
'CONDITIONS' means the standard terms and conditions of sale set out in this document and (unless the 
context otherwise requires) includes any special terms and conditions agreed in writing between the Customer 
and the Company
'CONTRACT' means the contract for the purchase and sale of the Services
'WRITING' includes facsimile transmission email and comparable means of communication.
'STANDARD' means in relation to a Vehicle arriving at the Company's premises that it has been 
constructed to the best appropriate specification and in accordance with the Motor Vehicles (Construction and 
Use) Regulations 1986 and is in a state of good repair and free from defects and is in a condition acceptable to the 
Company (acting reasonably) for the purpose of the application of the Services.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that 
provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the sale:
2.1 These Conditions shall be deemed to be incorporated in every Contract for the supply of Services and all 
work undertaken or Goods supplied by the Company shall be deemed to be carried out pursuant to a Contract 
incorporating these conditions.
2.2 In the case of any inconsistency with any letter or quotation incorporating or referred to these Conditions 
or any order letter or form of contract sent by the Customer to the Company or any other communication 
between the Customer and the Company whatever may be the respective dates the provisions of these 
Conditions shall prevail unless expressly varied in writing and signed on behalf of the Company.
2.3 Any concession made or latitude allowed by the Company to the Customer shall not affect the strict rights 
of the Company under the Contract.
2.4 Each provision of these Conditions is to be construed as a separate provision apply and surviving even if 
for any reason one or other of the provisions is held invalid or unenforceable or unreasonable in any 
circumstances.
2.5 The person firm or Company from whom the Company receives instructions (the Customer) shall be liable 
to the Company as a principal for all costs charges and expenses that shall be due to the Company in respect of 
Services supplied by the Company subject to these Conditions whether or not such Customer purports to contract 
as an agent. A Customer may not assign the benefit or burden of any Contract.
2.6 Any conditions from the Customer's documents are sent by the Customer and received by the Company 
on the understanding that they appear on the Customer's documents because they are printed thereon but have 
no legal affect whatsoever and the Customer waives any right which the Customer might have to rely on such 
conditions.
3. Orders and specifications:
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until 
confirmed in Writing by the Company's authorised representative.
3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order 
(including any applicable specification) submitted by the Customer, and for giving the Company any necessary 
information relating to the Services within a sufficient time to enable the Company to perform the Contract in 
accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Services shall be those set out in the 
Company's quotation (if accepted by the Customer) or the Customer's order (if accepted by the Company).
3.4 If any process (including the application of any paintwork or livery) is to be applied to the Goods by the 
Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the 
Company against all loss, damages, costs and expenses awarded against or incurred by the Company in 
connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any 
patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which 
results from the Company's use of the Customer's specification.
3.5 The Company reserves the right to make any changes in the specification of the Services:-
3.5.1 which are required to conform with any applicable statutory or EC requirements or, where the 
Services are to be supplied to the Company's specification, which do not materially affect their quality or 
performance;
3.5.2 where Goods are supplied or Services are attempted to be performed in accordance with 
instructions or specifications received from the Customer and those instructions or specifications are incomplete 
or the Vehicle provided is not in at least Standard condition then where it appears reasonable to the Company so 
to do in terms of materiality or necessity the Company shall use its discretion so as to complete the Contract 
exercising reasonable skill and care and the Company shall not be liable to the Customer in respect of any cost 
claim or damages arising out of the exercise of such discretion.
3.6 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 loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and 
expenses incurred by the Company as a result of cancellation.
3.7 Where the Contract provides for the provision of Services the Customer shall deliver to the Company's 
works the Vehicle (or such number of them as is appropriate) in at least Standard condition and at the agreed 
time.
4. Price of the goods:
4.1 The price of the Services shall be the Company's quoted price or, where no price has been quoted (or a 
quoted price is no longer valid), the price listed in the Company's published price list current at the date of 
acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, 
after which time they may be altered by the Company.
4.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase 
the price of the Services to reflect any increase in the cost to the Company which is due to any factor beyond the 
control of the Company (such as, without limitation, where the Vehicle is found not to be in Standard condition, 
any relevant foreign exchange fluctuation, or any increase in the cost of Third Party Products, materials or other 
costs of manufacture), any change in delivery dates, quantities or specifications which is requested by the 
Customer, any delay caused by any instructions of the Customer or failure of the Customer to give the Company 
adequate information or instructions or in the event that on stripping down the Vehicle the Company finds 
defects or disrepairs that were not foreseen at the time of the Contract.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company, and 
unless otherwise agreed in Writing between the Customer and the Company, all prices are given by the Company 
on an ex works basis, and where the Company agrees to deliver the Goods or the Vehicle otherwise than at the 
Company's premises, the Customer shall be liable to pay the Company's charges for transport and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to 
pay to the Company.
4.5 Unless otherwise specified by the Customer at the time of Contract all material necessarily removed from 
the Vehicle for the performance of the Services (e.g. replaced superfluous or redundant parts or fittings) shall 
thereupon become the Company's property and shall be disposed of by the Company as it shall think fit.
5. Terms of payment:
5.1 The Company shall be entitled to invoice the Customer for the price of the Services on or at any time after 
the Services have been performed to each Vehicle unless otherwise agreed in writing in which case where the 
Customer wrongfully fails to take delivery the Company shall be entitled to invoice the Customer for the price at 
any time after the Company has notified the Customer that the Vehicle is ready for collection or (as the case may 
be) the Company has tendered delivery of the Vehicle.
5.2 The Customer shall pay the Contract Price on the date of the Company's invoice, and the Company shall 
be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the 
Goods or Third Party Products has not passed to the Customer. The time of payment of the price shall be of the 
essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or 
remedy available to the Company, the Company shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries to the Customer;
5.3.2 appropriate any payment made by the Customer to such of the Services as the Company may 
think fit (notwithstanding any purported appropriation by the Customer); and
5.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the 
rate of four per cent per annum above Natwest Bank Plc base rate from time to time, until payment in full is 
made (a part of a month being treated as a full month for the purpose of calculating interest).
6. Delivery:
6.1 Delivery shall be made by the Customer collecting the Vehicle (or the Goods if no Installation has been 
performed) at the Company's premises at any time after the Company has notified the Customer that the same is 
ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering to 
that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for 
any delay in delivery of the Vehicle or the Goods however caused. Time for delivery shall not be of the essence of 
the Contract. Delivery may be in advance of the quoted delivery date upon giving reasonable notice to the 
Customer.
6.3 If the Customer fails to take delivery or (if appropriate) fails to give the Company adequate delivery 
instructions at the time stated for delivery or if the Customer fails to pay in cleared funds on or before delivery 
the price attributable to any current or previous Services then, without prejudice to any other right or remedy 
available to the Company, in any such event the Company may:
6.3.1 store any Vehicle(s) or Goods until actual delivery and charge the Customer for the reasonable 
costs (including insurance) of storage; or
6.3.2 upon thirty days notice to the Customer sell any Vehicle(s) or Goods at the best price readily 
obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the 
excess (if any) over the amount due to the Company or charge the Customer for any shortfall. 
7. Risk and property:
7.1 Risk of damage to or loss of the Goods or the Third Party Products and the Vehicle(s) shall pass to the 
Customer:
7.1.1 where delivery is at the Company's premises, at the time when the Company notifies the 
Customer that the same are available for collection; or
7.1.2 where delivery is otherwise than at the Company's premises, at the time of delivery or, if the 
Customer wrongfully fails to take delivery the time when the Company has tendered delivery.
7.2 Notwithstanding delivery and the passing of risk as aforesaid, or any other provision of these Conditions, 
the property in the Goods and Third Party Products shall not pass to the Customer until the Company has 
received in cash or cleared funds payment in full of the price of the same and all other amounts outstanding to 
the Company from the Customer for which payment is then due.
7.3 Until such time as the property in the Goods and Third Party Products passes to the Customer the 
Company shall be entitled at any time to require the Customer to deliver up the same to the Company and, if the 
Customer fails to do so forthwith, the Customer hereby irrevocably license the Company to enter upon any 
premises of the Customer or any third party where the same are situate and repossess the Goods or Third Party 
Products and the Company is hereby granted the right to dismantle the same from any Vehicle.
7.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness 
any of the Goods or Third Party Products which remain the property of the Company, but if the Customer does so 
all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the 
Company) forthwith become due and payable if not by then due and payable.
8. Warranties and liability:
8.1 Subject to the conditions set out below the Company warrants that:-
8.1.1 the Goods and Installation will correspond with their specification at the time of delivery and will 
be free from defects in material and workmanship for a period of twelve months from the date of delivery save as 
to paintwork which is warranted only for six months; and
8.1.2 the Installation will be performed and the Goods manufactured in accordance with the Motor 
Vehicles (Construction and Use) Regulations 1986.
8.2 The warranty contained in clause 8.1.1 above is given by the Company subject to the following 
Conditions:
8.2.1 the Company shall be under no liability in respect of any defect arising from any drawing, design 
or specification supplied by the Customer or for defects as a result of the Vehicle not being in at least Standard 
condition;
8.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear, 
wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions for proper 
practice (whether oral or in writing), misuse or alteration or repair without the Company's approval;
8.2.3 the Company shall be under no liability under the above warranty (or any other warranty, 
condition or guarantee) if the total price for the Services has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to Third Party Products in respect of which the Customer 
shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the 
Company.
8.3 The Company shall not be liable for any defects in its Services or in respect of Goods supplied where the 
Company is reasonably satisfied that the same have been aggravated by continued use after discovery of the 
defect.
8.4 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or the 
Installation or their failure to correspond with specification shall (whether or not delivery is refused by the 
Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was 
not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If 
delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be 
entitled to reject the Goods or Installation and the Company shall have no liability for such defect or failure. 
8.5 Where any valid claim in respect of any of the Goods or the Installation which is based on any defect in 
the quality or condition or their failure to meet specification is notified to the Company in accordance with these 
Conditions, the Company shall be entitled to replace or repair the same (or the part in question) free of charge or, 
at the Company's sole discretion, refund to the Customer the price of the same (or a proportionate part of the 
price), but the Company shall have no further liability to the Customer.
8.7 Except in respect of death or personal injury caused by the Company's negligence, 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 any indirect, special or 
consequential loss or damage (whether for loss of profit or otherwise), 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 or the Installation or their use or 
resale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not 
exceed the price of the Contract, except as expressly provided in these Conditions.
8.8 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason 
of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Services, 
if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the 
generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:-
8.8.1 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any 
governmental, parliamentary or local authority;
8.8.2 strikes, lock-outs or other industrial action;
8.8.3 power failure or breakdown in machinery;
8.8.4 unavailability of materials or Third Party Products from the normal source of supply.
9. Indemnity:
9.1 If any claim is made against the Customer that the Goods infringe or that their use or resale infringes the 
patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then 
unless the claim arises from the use of any drawing, design or specification supplied by the Customer, the 
Company shall indemnify the Customer against all loss, damages, costs and expenses awarded against or incurred 
by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the 
claim, provided that the Company is given full control of any proceedings or negotiations in connection with any 
such claim which the Customer shall not pay accept or compromise without the Company prior written consent.
9.2 The Customer shall account to the Company for all damages and costs recovered in connection with such 
claim.
9.3 The Customer shall indemnify the Company from and against any damage loss injury or claim (including 
legal costs on indemnity basis) suffered by the Company or its employees caused as a result of:-
9.3.1 the Vehicle provided by the Customer on which the Services are to be performed not being in at 
least Standard condition;
9.3.2 any failure of or delay by the Customer in notifying the Company of any unusual hazard that may 
be encountered when performing the Services;
9.3.3 the Vehicle not being in the Customer's exclusive and absolute ownership free from encumbrance 
or the Customer not having complete and unfettered authority to enter into the Contract and as a result of which 
a third party claims an interest in the Vehicle.
10. Insolvency of Customer:
10.1 This clause applies if:
10.1.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) 
becomes bankrupt or (being a Company) becomes subject to an administration order or goes into liquidation 
(otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the 
Customer; or
10.1.3 the Customer ceases, or threatens to cease, to carry on business; or
10.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in 
relation to the Customer and notifies the Customer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the 
Company shall be entitled to cancel or suspend any Contract or suspend any further deliveries under the Contract 
without any liability to the Customer, and if the Services have been delivered but not paid for the price shall (if it 
has not already) become immediately due and payable notwithstanding any previous agreement or arrangement 
to the contrary.
11. General:
11.1 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver 
of any subsequent breach of the same or any other provision.
11.2 If any provision of these conditions becomes unlawful unenforceable or void such provision shall to the 
extent required be deemed to be deleted and rendered ineffective as far as possible for the purpose of construing 
performing or enforcing the remainder of these conditions and without modifying the remaining provisions 
hereof which shall continue in full force and effect.
11.3 The Contract shall be governed by the laws of England, and the Customer agrees to submit to the nonexclusive jurisdiction of the English courts