Driveline Holdings Ltd
Driveline Emissions Technologies Ltd
Driveline Group Conditions of Sale (‘Driveline’)
- Definitions and Interpretation
1.1 In these Conditions (unless the context otherwise requires) the following terms have
the following meanings:
“Agreement” means an agreement between and the Buyer and Driveline which is made
up of the relevant Order Acknowledgment and Specification and these Conditions.
“Buyer” means the buyer of the Goods as detailed on the Order Acknowledgement.
“Conditions” means the terms and conditions of sale set out in this document and any
special conditions agreed in writing and signed by the parties.
“Delivery” means the delivery of the Goods by Driveline in accordance with clause 3.
“Delivery Date” means the estimated delivery date set out in the Order Acknowledgement
(where applicable)
“Delivery Address” means the address for delivery/collection of the Goods set out in the
Order Acknowledgment (where applicable).
“Goods” means the goods to be sold by Driveline to the Buyer as detailed in the Order
Acknowledgement and the Specification (where applicable).
“Installation & Services” means the provision of labour to install the Goods; this shall
also include work appertaining to the removal or alteration of existing installations as
required. Furthermore, this means work related to the maintenance of the Goods at site
and/or at Driveline Service Centers.
“Order Acknowledgment” means an order acknowledgement issued by Driveline (where
applicable).
“Driveline” means Driveline Holdings Limited and Driveline Technologies Limited
(Company Number SC428999 / SC291538) of:
Registered Office; 4 Hope Street, Edinburgh. EH2 4DB
(Tel: +44(0)1324 230167)
“Price” means the total price specified in the Order Acknowledgment.
“Quotation” means a quotation issued by Driveline.
“Specification” means the Specification for the Goods agreed between the parties in
writing (if any).
1.2 These Conditions apply to all contracts for the sale of Goods entered into by
Driveline. By placing an order with Driveline or accepting a Quotation the Buyer agrees
to deal with Driveline on these Conditions to the exclusion of all other terms, conditions,
warranties or representations.
Issue: Date: Author: 1.9 15-01-2022 CJ Page 1 of 5
1.3 Any typographical, clerical or other similar error or omission in any sales literature,
Quotation, Order Acknowledgment, invoice or other document or information issued by
Driveline shall be subject to correction without any liability on the part of Driveline. - Basis of Sale
2.1 In consideration of the payment of the Price, Driveline will supply the Goods to the
Buyer and shall, where the Order Acknowledgement includes provision for such matters,
deliver and install the Goods.
2.2 Any order placed by the Buyer (whether directly in respect of a Quotation or
otherwise) is subject to acceptance at Driveline’s absolute discretion.
2.3 All communication between Driveline and the Buyer is classed as strictly Confidential
and should not be shared with any other party unless explicit permission is granted. - Delivery
3.1 Driveline will use reasonable endeavors to deliver the Goods to the Delivery Address
(which shall, where applicable, include making the Goods ready for collection at the
Delivery Address) on or before the Delivery Date but time of delivery shall not be of the
essence. Driveline will use reasonable endeavors to notify the Buyer of any anticipated
delay in delivery. Driveline cannot be held liable for circumstances outside its control
which may lead to operators incurring fines under local or national schemes for which
products relate to.
3.2 In any event, Driveline will give the Buyer at least seven (7) days’ notice before it
delivers the Goods to the Delivery Address. If the Buyer is unable to accept delivery of
the Goods (which shall include, where applicable, the Buyer’s collection of the Goods
from the Delivery Address) on the date notified to it, the Buyer must telephone Driveline
to make alternative arrangements at least forty- eight (48) hours before the date notified.
3.3 Driveline will not bear responsibility for failure to deliver if the Buyer fails to accept
delivery of or (where applicable) collect the Goods on the date notified or (where
applicable) agreed under clause 3.2. In such circumstances, Driveline reserves the right to
charge and the Buyer agrees to pay Driveline’s reasonable costs and losses incurred or
suffered as a result of any failed delivery attempt. - Installation & Services
4.1 Where the Price includes provision for installation by Driveline staff or subcontractor,
Driveline will use reasonable endeavors to install the Goods as soon as possible following
delivery. If the address at which the Goods are to be installed is not the same as the
Delivery Address, the Buyer shall be responsible for providing the Goods at the
installation address.
4.2 The Buyer shall provide Driveline’s personnel with access to a safe working area in
which to perform the installation/maintenance service including, without limitation, an
electrical power supply. Driveline’s personnel will comply with any on-site health and
safety and security policies reasonably notified to them whilst on the installation site.
4.3 The Buyer will comply with any reasonable requirements notified to it by Driveline in
relation to the installation of the Goods/provision of Services (including, without
limitation, carrying out any preparatory work and complying with reasonable
requirements relating to access to the vehicles/engines including fixings to which the
Goods are to be fitted) and Driveline shall not be liable for any failure to install the Goods
to the extent due to the Buyers breach of clause 4.2 or this clause 4.3.
Issue: Date: Author: 1.9 15-01-2022 CJ Page 2 of 5 - Payment
5.1 The Price (which will be invoiced before dispatch unless otherwise agreed) must be
paid in full, without set off or deduction, in pounds sterling before dispatch is made, or
before installation by prior arrangement, unless payment terms have been otherwise
agreed in writing.
5.2 If the Buyer fails to pay the Price in full when it is due, Driveline shall be entitled to
charge the Buyer daily interest on the overdue amount at an annual rate of 3% above the
base rate of The Bank of England.
5.3 The Price is exclusive of VAT and any other applicable taxes and duties (e.g. transit /
custom charges over borders) but will be inclusive of cost of delivery and installation if
detailed on the Order Acknowledgment (where applicable).
5.4 Driveline reserves the right to increase the Price to take into account any reasonable
additional costs that are or will be incurred by it as a result of any change made to an
order by the Buyer following dispatch of the Order Acknowledgment (where applicable)
by Driveline. - Ownership and Risk
6.1 Ownership and title of supplied Goods will pass to the Buyer only when Driveline has
received payment of the Price in full in cleared funds.
6.2 Fitment of an accredited exhaust system will only be registered and certified with the
appropriate accreditation body when Driveline has been paid in full in cleared funds.
6.3 The risk of loss of or damage to the Goods will pass to the Buyer upon delivery.
6.4 Until ownership of the Goods passes to the Buyer, the Buyer shall hold the Goods as
Driveline’s fiduciary agent and bailee. The Buyer shall be entitled to sell or otherwise use
the Goods in the ordinary course of its business but shall account to Driveline for the
entire proceeds of the use, sale or other disposal of the Goods which it shall keep separate
from the monies and/or goods of itself or any third party.
6.5 The Buyer may not pledge or charge the Goods by way of security for any
indebtedness but, if it does so, all monies due to Driveline from the Buyer shall become
immediately due and payable.
6.5 Unless notified in writing specifically prior to fitment, any unnecessary components
will be removed from the buyers asset during the fitment (of a replacement exhaust
system), title will transfer to Driveline and the components will be disposed of. In the
case the buyer wishes to retain such components the buyer agrees to transport them away
from the site of fit within 7 working days, after which title will transfer and they will be
disposed of by Driveline. - Warranties
7.1 (See Driveline Product Technical Manuals / Project Documents for specific Terms of
Warranty.) In general, Driveline warrants that the Goods will correspond in all material
respects with the Specification for a period of two (2) years from the date of delivery or
12 months for general services supplied. This clause will be overwritten by the specific
Product / Project document. And / or Driveline order acknowledgement.
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7.2 The warranty referred to and contained in clause 7.1 does not cover damage caused by
failure to follow the Conditions of Use, accidental damage, operator abuse to the Goods
or fair wear and tear or acts of force majeure.
7.3 It is the customers responsibility to ensure any supplied product or equipment is
properly operated and maintained in accordance with Drivelines’ Product Technical
Manuals, Instructions or Warranty documentation.
7.4 Driveline does not accept any responsibility or liability for any formerly accredited
retrofitted product not meeting the accrediting body requirements if the product has not
been operated and maintained in accordance with Drivelines’ Product Technical Manuals,
Instructions or warranty documentation.
7.5 All warranties, conditions, guarantees and representations that may be implied into the
Agreement by statute, common law or otherwise are here by excluded to the fullest extent
permitted by law. - Liability
8.1 Save as provided in clause 8.3, Driveline’s total aggregate liability under the
Agreement (whether in contract, tort (including, but not limited to, negligence) or
otherwise) shall not exceed the total amount paid to Driveline by the Buyer under the
Agreement in question.
8.2 In no event shall Driveline be liable for any claim to the extent that it relates to loss of
profits, goodwill, business opportunity or anticipated savings, injury to reputation, third
party losses or indirect, consequential or special loss or damage regardless of the form of
action, whether in contract, tort (including, but not limited to, negligence) or strict
liability and regardless of whether Driveline knew or had reason to know of the
possibility of the loss or damage in question.
8.3 Nothing in the Agreement will exclude or limit Driveline’s liability for: 8.3.1 death or
personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation; - Termination
9.1 Each party shall be entitled to terminate the Agreement forthwith by notice in writing
to the other
if:
9.1.1 the other commits an irremediable breach of the Agreement, persistently repeats a
remediable breach or commits any remediable breach and fails to remedy it within 30
days of receipt of notice of the breach requiring remedy of the same; or
9.1.2 the other 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 solvent amalgamation or
reconstruction) or is subject to any similar process in the UK or any other jurisdiction.
9.1.3 The Buyer may terminate the Agreement at any time provided that it fully
indemnifies and holds Driveline harmless against any loss, damage, cost or expense
suffered or incurred by Driveline in relation to the Agreement.
9.1.4 Cancellations and Full Refund may be available for unreasonable delay on delivery. - General
10.1 Each Agreement contains all the terms agreed by the parties in relation to its subject
matter and supersedes all prior agreements, understandings and arrangements whether
oral, in writing or arising from a course of dealing.
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10.2 Driveline may make changes to these Conditions from time to time. Save as
provided in clause 1.3 above, no change will apply to those Agreements entered into by
the Buyer before the date of the change unless it is made in writing and signed by Buyer.
The Buyer is reminded of the need to periodically check these Conditions for changes.
10.3 The Buyer may not transfer, assign or otherwise part with any Agreement, whether in
whole or in part, without Driveline’s prior written permission.
10.4 Driveline will not be liable for any failure to comply with its obligations under any
Agreement to the extent that such failure results from circumstances beyond Driveline’s
reasonable control.
10.5 The remedies available to the parties under each Agreement will not limit or exclude
any other rights that either party may have against the other.
10.6 Neither parties’ failure to enforce or rely on or delay in enforcing or relying on any
right that it may have under an Agreement will prevent that party from later enforcing or
relying upon that or any other right.
10.7 If a court or other regulatory body finds that any part of an Agreement is invalid or
unenforceable, the remainder of that Agreement and any other Agreement shall not be
affected and shall be construed as if the invalid or unenforceable part did not exist.
10.8 Any notice to be given or made under any Agreement shall be made in writing and
sent by first class pre-paid post to the recipient’s address detailed in the Order
Acknowledgement (or as may be notified to the other party in accordance with this clause
from time to time) and shall be deemed to have been served on the second day following
the date of posting.
10.9 Nothing in the Agreement shall confer any rights upon any person who is not a party
to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.10 These Conditions and the Agreement shall be governed by and construed in
accordance with the English law and the parties irrevocably submit to the exclusive
jurisdiction of the English courts.
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