1 Definitions

In these conditions "RBR" means ROB BEERE RACING: "Buyer" means the party who accepts a quotation from RBR for the supply of Goods or whose order for goods is accepted by RBE: "Goods" means the goods (including any instalment of the goods or any part of them) which RBE is to supply in accordance with this Contract: "Contract" means the contract for the purchase and sale of the goods.

2 Conditions

• 2.1 These conditions shall form the Contract between RBR and the Buyer. Notwithstanding anything to the contrary in the Buyer's standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by the Head Office of RBR. No servant or agent of RBR has the power to vary these conditions orally or to make representations or promises about the condition of the Goods, their fitness for any purpose or any other matter whatsoever.
• 2.2 Any advise or recommendation given by RBR or its servants or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by RBR, is followed or acted upon entirely at the Buyer's own risk and accordingly RBR shall not be liable for any such advice or recommendation which is not so confirmed.
• 2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, pricelist, acceptance of offer, invoice or other documentation or information issued by RBR shall be subject to correction without any liability on the part of RBR.

3 Order Acceptance

• 3.1 Unless expressly stated in writing all quotations and estimates by RBR are invitations to treat. The Buyer's order is an offer and shall only become binding upon RBR posting its confirmation of the order. A confirmed order may only be cancelled or varied with RBR's written consent and on terms that the Buyer shall indemnify RBR against full loss (including loss of profit), Costs (including the costs of all labour and materials used, damages charges and expenses incurred by RBR as a result of such cancellation or variation.
• 3.2 The Buyer shall be responsible to RBR for ensuring the accuracy of any order (including any applicable specification) submitted by the Buyer and for giving RBR any necessary information relating to the Goods within a sufficient time to enable RBR to perform the Contract in accordance with its terms.
• 3.3 The quantity, quality and description of any specification for the Goods shall be those set out in RBR's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by RBR).

4 Design and Specification

• 4.1 If the Goods are to be manufactured or any processes to be applied to the Goods by RBR in accordance with a specification submitted by the Buyer, it is the responsibility of the Buyer to ensure that all necessary approvals have been granted before such manufacture or process commences and the Buyer shall indemnify RBR against all loss, damages, costs and expenses awarded against or incurred by RBR in connection with or paid or to be paid by RBR in settlement of any claim of infringement of any patent, copyright, design, trademark or any other industrial or intellectual property right of any person which results from RBR's use of the Buyer's specification.
• 4.2 RBR reserves the right to make any changes in any specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to RBR's specification, which do not materially affect their quality or performance.
• 4.3 RBR's responsibility in any event is solely confined to its own manufactured and fabricated components and does not extend to other products or components or structural or architectural considerations.

5 Delivery

• 5.1Delivery of the Goods shall be made by the Buyer collecting the Goods at RBR's premises at any time after RBR has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by RBR, by RBR delivering the Goods to that place.
• 5.2 Where delivery is not at RBR's premises, unless otherwise stated:
  • a) All quotations and estimates assume delivery in full loads. RBR reserves the right to charge extra for delivery in part loads where requested by the Buyer:
  • b) RBR will deliver as near as possible to the site as a safe hard road permits. The Buyer shall provide at its own expense the labour for unloading and stacking; such labour to be available during normal working hours on the day notified by RBR for delivery. The Buyer shall unload with reasonable dispatch. Damage due to inadequate site access or careless unloading shall be at the Buyer's sole risk.
• 5.3 Any dates quoted for delivery of the Goods are approximate only and RBR shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by RBR in writing. The Goods may be delivered by RBR in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
• 5.4 The Buyer shall note any claim for short delivery and/or for damage to components on the delivery schedule at the time of delivery and shall confirm such claims in writing to RBR's Head Office within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damaged Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as a part performance of the Contract.
• 5.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by RBR to deliver any one or more of the instalments in accordance with this Contract or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
• 5.6 If the Buyer fails to take delivery of the Goods or fails to give RBR adequate instructions at the time stated for delivery (otherwise than by reason of RBR's fault) then without prejudice to any other right or remedy available to RBR , then RBR may:
  • a) Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and/or
  • b) Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess of the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
• 5.7 Unless otherwise agreed in writing, RBR shall be entitled to deliver Goods in one or more consignments.

6 Price

• 6.1 The price of the Goods shall be the price listed in RBR's published pricelist current at the date of the acceptance of the order. Work will be charged on a time and materials basis at RBR's standard rates from time to time. Any estimate of the likely amount of work required to complete any given task, will be given in good faith but is not contractually binding on RBR.
• 6.2 RBR reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to RBR which is due to any factor beyond the control of RBR (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials, or other costs of manufacture), or any change of delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give RBR adequate information or instructions.
• 6.3 Except as otherwise stated under the terms, if any quotation, or if in any pricelist of RBR, or otherwise agreed in writing between the Buyer and RBR, all prices are given by RBR on an ex-works basis, and where RBR agrees to deliver the Goods otherwise than at RBR's premises the Buyer shall be liable to pay RBR's charges for transportation, packaging and insurance.

7 Terms of payment

• 7.1 Subject to any special terms agreed in writing between the Buyer and RBR, RBR shall be entitled to invoice the Buyer for the price of the Goods on, or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer, or the Buyer wrongfully fails to take delivery of the Goods in which event RBR shall be entitled to invoice the Buyer for the price at any time after RBR has notified the Buyer that the Goods are ready for collection or, (as the case may be) RBR has tendered delivery of the Goods.
• 7.2 Subject to any special terms agreed in writing between the Buyer and RBR, the Buyer shall pay the price of the Goods on the date of delivery, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment shall be of the essence of the Contract.
• 7.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to RBR, RBR shall be entitled to:
  • a) cancel the Contract or suspend any further deliveries to the Buyer; and
  • b) appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other Contract between the Buyer and RBR) as RBR may think fit (notwithstanding any purported appropriation by the Buyer); and
  • c) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% above the base rate of RBR's bankers from time to time, until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest), save that RBR will not seek to charge and claim interest from the Buyer provided the Buyer shall pay any amount unpaid within 14 days of its due date, pursuant to 7.2 above

8 Risk and property

• 8.1 Risk of damage or loss to the Goods shall pass to the Buyer:
  • a) in the case of Goods to be delivered at RBR's premises, at the time when RBR notifies the Buyer that the Goods are available for collection; or
  • b) In the case of Goods to be delivered otherwise than at RBR's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods at the time when RBR has tendered delivery of the Goods.
• 8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of this Contract, the property in the Goods shall not pass to the Buyer until RBR has received in cash or cleared funds, payment in full for the price of the Goods and all other Goods agreed to be sold by RBR to the Buyer for which payment is then due.
• 8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as RBR's fiduciary agents and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as RBR's property.
• 8.4 Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to RBR for the proceeds of the sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and in the case of tangible proceeds, properly stored, protected and insured.
• 8.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), RBR shall be entitled at any time to require the Buyer to deliver up the Goods to RBR, and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
• 8.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of RBR, but if the Buyer does so all monies owing by the Buyer to RBR shall (without prejudice to any other right or remedy of RBR) forthwith become due and payable.

9 Warranties and liability

• 9.1 Subject to the conditions set out below, RBR warrants that at the time of delivery the Goods shall correspond with their specification and will be free from defects in material and workmanship and that all services have been undertaken in accordance with the appropriate industry standards.
• 9.2 The above warranty is given by RBR subject to the following conditions:
  • a) RBR shall be under no liability in respect of any defect in the Goods arising from any drawing, design, or specification supplied by the Buyer.
  • b) RBR 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 RBR's instructions (whether oral or in writing), misuse, or alteration or repair of the Goods without RBR's approval.
  • c) RBR shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods or services has not been paid by the due date for payment.
  • d) The above warranty does not extend to parts, materials or equipment not manufactured by and/or fabricated by RBR, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to RBR.
• 9.3 Subject as expressly provided in this Contract all warranties; conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
• 9.4 Any claim by the Buyer which is based upon any defect in the quality or condition of the Goods or services or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to RBR within three working days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within seven working days after discovery of the defect or failure. If the delivery is not reused, and the Buyer does not notify RBR accordingly, the Buyer shall not be entitled to reject the Goods or services and RBR shall have no liability in respect for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods or services had been delivered in accordance with the Contract.
• 9.5 Where any valid claim in respect of the Goods or services, which is based upon any defect in the quality or condition of the Goods or services, or their failure to meet such specification, is notified to RBR in accordance with this Contract, RBR shall be entitled to replace the Goods (or part in question) free of charge or, at the company's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) or services or carry out rectification works but RBR shall have no further liability to the Buyer.
• 9.6 Except in respect of death or personal injury caused by RBR's negligence, RBR shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of RBR, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in this Contract.
• 9.7 Subject to the above RBR's liability shall not exceed the Contract price for the Goods or services in question.
• 9.8 RBR shall not be liable to the Buyer or be deemed to be in breech of the Contract by reason of any delay in performing, or in any failure to perform, any of RBR's obligations in relation to the Goods or services if the delay or failure was due to any cause beyond the RBR's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond RBR's reasonable control, namely; act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulation, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulation or embargoes; strikes, lockouts or other industrial actions or trade disputes (whether involving employees of RBR or of a third party); difficulty in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
• 9.9 Notwithstanding any other provision of this Contract to the contrary, RBR can accept no liability for or obligation to replace any Goods that may fail which are supplied for, designed for or used for racing purposes, the Buyer acknowledging that such Goods are by their nature less durable than normal consumer goods.

10 Engine Warranty All engines completely rebuilt by RBR with the exception of race engines (condition 9.9 applies) carry a full warranty for one year or 12,000 miles, whichever comes first. Each engine is meticulously hand built, logged and sealed, run for a minimum of four hours, set up and the cylinder head(s) re-torqued. Although run for four hours, the engine has not been fully run-in and will therefore need careful attention. 500 miles at not more than 4,000rpm At no time should the engine be run above 6,000rpm Engines should at all times be run with antifreeze and will require an oil and filter change after 500 miles as the oil supplied is for running in purposes only. The oil used should be of good quality and brand. This warranty is invalid under any of the following circumstances:

• (a) If the unit is improperly fitted, eg using worn hoses, fan belts and blocked or damaged radiators etc.
• (b) If the unit is over revved or the oil and antifreeze are not checked and/or not changed regularly.
• (c) If an engine is not fully rebuilt and only repaired by RBR.
• (d) If an engine is used for competition (due to unusual and irregular stresses being placed on the engine.

11 Insolvency of Buyer

• 11.1 This clause applies if:
  • (a) the Buyer makes any voluntary arrangements with its creditors or becomes subject to an administrative order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
  • (b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
  • (c) the Buyer ceases or threatens to cease to carry on business; or
  • (d) RBR reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notified the Buyer accordingly.
• 11.2 If this clause applies then without prejudice to any other right or remedy available to RBR, RBR shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall immediately become due and payable notwithstanding any previous agreement or arrangement to the contrary.

12 General

• 12.1 RBR shall have a general lien over any goods of the Buyer in its possession for any sums due from the Buyer to RBR whether under the Contract or any other Contract between the Buyer and RBR. If any lien is not satisfied within 14 days of such sums becoming due, RBR may in its absolute discretion sell the Goods as agent for the Buyer and apply the proceeds of the sale towards the payment of the sums due and the expenses of the sale and the company shall be discharged from all liability whatsoever in respect of the Goods upon accounting to the Buyer for the balance (if any) remaining.
• 12.2 Any notice required or permitted to be given by any party to the other under this Contract shall be in writing to the other party at its registered office or principal place of business or other such address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
• 12.3 No waiver by RBR of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
• 12.4 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Contract and the remainder of the provision in question shall not be affected thereby.
• 12.5 The validity construction and the performance of the Contract and these conditions shall be governed by the laws of England (and subject to the jurisdiction of the English Courts).

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