Terms of Service
By purchasing our Products and Services you (the “Customer”) are agreeing to the terms and conditions set out below (“the Agreement”). Please read them carefully.
As we are a manufacturer and builder of bespoke vehicles, our Products and Services can become very diverse. If any additional product requirements are to be incorporated in your product and/or services order to which this Agreement relates (“the Order”), which are not covered by the terms and conditions set out below (of which fact we undertake to notify you in advance), new terms and conditions may apply. In such cases, any additional terms and conditions will be communicated to you and those additional terms, upon your acceptance thereof, will become part of this Agreement.
1.1 This Agreement shall commence from the earlier of the date on which CAV provides the Customer with an Invoice setting out the specific Products and Services forming the subject matter of the Order or written acceptance of the Order.
1.2 The Agreement (save for those provisions which are by their nature intended to remain in force after Ex Works delivery) shall continue in force until the completion and Ex Works delivery of the Products and Services forming the subject matter of the Order.
1.3 Subsequent to the Ex Works delivery of the Products and Services to the Customer, the accompanying Limited Warranty will take effect and supersede any conflicting terms and conditions set out herein.
CAV supplies its Products on an Ex Works basis. Due to the nature of our Products and Services, and the global manufacturing logistics involved in delivering same, it is not always possible to forecast a precise date of Ex Works delivery (the “Delivery Date”) in advance. In this case, we endeavour to provide such Delivery Date as soon as it can be anticipated. CAV shall use its reasonable endeavours then to deliver the Products and Services to the Customer on or as soon as reasonably practicable after the Delivery Date. CAV shall not be liable for any damages, whether direct, indirect, consequential, special, punitive or otherwise to the Customer or to any other person for CAV’s:
2.1 Delay or failure to deliver the Products or Services on the Delivery Date, if provided; or
2.2 Error in fulfilling any Orders for any reason whatsoever.
3 Payment Terms
3.1 Payment of the purchase price for Products referred to in the relevant Order, where such Products are Made-to-Order (MTO), shall be paid by the Customer into CAV’s Bank Account as follows:
3.1.1 20% within 5 Business Days from the date of the relevant Invoice;
3.1.2 30% within 5 Business Days from the date on which completion of the chassis is communicated to the Customer in writing coupled with reasonable documentary proof of such event;
3.1.3 30% within 5 Business Days from the earlier of the date on which installation of the running gear or completion of the body panels is communicated to the Customer in writing coupled with reasonable documentary proof of such event;
3.1.4 20% within 5 Business Days on which Ex Works completion is communicated to the Customer in writing coupled with reasonable documentary proof of such event;
unless otherwise agreed in writing prior to the commencement of this Agreement.
3.2 The Customer shall pay any amounts due to CAV pursuant to this Agreement free of all forms of set-off, deduction or withholding.
3.3 Payment for Products and Services shall be effected in the currency specified in the Invoice.
3.4 In the event that the Customer fails to comply fully with the provisions of clauses 3.1, 3.2 and 3.2, CAV shall be entitled, without incurring any liability whatsoever, to cancel all Orders in respect of which the relevant Products and Services have not been delivered as at the date of cancellation.
3.5 In the event of the Customer cancelling an Order or part thereof prior to the Delivery Date, if provided, and where such Order concerns Products which are MTO, CAV shall in addition to and without prejudice to any other remedies available to CAV at law be entitled to payment of a cancellation fee of:
3.5.1 50% of the total value of the Order if the order is cancelled within 30 days of the Delivery Date;
3.5.2 30% of the total value of the Order if the order is cancelled within 31 and 60 days of the Delivery Date; and
3.5.3 15% of the total value of the Order if the order is cancelled within 61 and 90 days of the Delivery Date.
3.6 In the event of the Customer cancelling an Order or part thereof subsequent to the Delivery Date, if provided, and where such Order concerns Products which are MTO, CAV shall in addition to and without prejudice to any other remedies available to CAV at law be entitled to payment of a cancellation fee of 50% of the total value of the Order.
3.7 Due to the nature of CAV’s business and the customizable nature of Products typically supplied by CAV, any refunds due to the Customer in lieu of clauses 3.5 and 3.6 will be paid only once the Products have been sold to alternate Customer(s).
3.8 In the event of the Customer cancelling an Order or part thereof prior to the Delivery Date, if provided, and where such Order concerns Products which are MTO, and specifically where such cancellation is premature, whereby the Customer cancels the Order in the period subsequent to the date of Order and prior to the period defined in 3.5.3, CAV shall in addition to and without prejudice to any other remedies available to CAV at law be entitled to withhold any portion of payment received by CAV which is at the time of the cancellation assigned or distributed in lieu of any procurement which may have been required in order to begin manufacture of the Products or provision of the Services. The remaining amount will be refunded to the Customer to the extent that such a residue exists.
3.9 In the event of the Customer cancelling an Order or part thereof, where such Order concerns Products which are Off-the-Shelf (OTS), CAV shall in addition to and without prejudice to any other remedies available to CAV at law be entitled to payment of a cancellation fee of 20% of the total value of the Order.
3.10 Any amounts outstanding in terms of this Agreement shall accrue interest at 2% per annum above the ruling prime rate of interest offered by First National Bank on any balance outstanding from time to time, calculated daily, and compounded monthly in arrears. In the case of a dispute as to the rates so payable, the rates shall be certified by any manager or assistant manager of any branch of the said bank, acting as an expert and not as an arbitrator, whose appointment need not be proved and whose decision shall be final and binding upon the Parties.
3.11 All payments received shall firstly be utilised in payment of interest and costs and thereafter in payment of capital.
4.1 Notwithstanding the date of Ex Works delivery or any other provision of this Agreement, ownership of the Products shall pass to the Customer only upon payment of the purchase price (as contemplated in Clause 3) in full. Title to the Products shall be retained by CAV until such time.
4.2 All risk for loss or damage to the Products shall be transferred to the Customer upon Ex Works delivery.
4.3 In keeping with the terms of Ex Works delivery, CAV shall not be liable for the importation nor final registration of the Products in the Customers destination country nor any costs associated with these procedures. Customers are encouraged to verify their local regulations prior to engaging with CAV.
CAV reserves the right, notwithstanding anything to the contrary contained in this Agreement to:
5.1 Vary the Products either by withdrawing a Product or introducing new or revised Products for sale. Each new or revised product so introduced shall be added to this Agreement by means of an additional schedule and shall thereafter be deemed to be a Product for the purposes of this Agreement;
5.2 Notify the Customer within a reasonable time prior to the delivery of any Product which incorporates a change in design that shall materially affect the Product in comparison with the Product as ordered;
5.3 Notify the Customer within a reasonable time prior to the discontinuance of manufacture of any Product provided such entitlement shall not extend to a Product forming the subject matter of an accepted Order
CAV makes no warranties to the Customer in relation to the Products, whether written or oral, other than the attached Limited Warranty and/or the body of this Agreement.
The liability of CAV to the Customer for any defects in the Products shall be limited to the terms of the attached Limited Warranty.
8.1 The term “Force Majeure” shall be defined to include fires or other casualties or accidents, acts of God, shortages of supplies, severe weather conditions, strikes or labour disputes, war or other violence, acts of terrorism or any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency.
8.2 If a Force Majeure condition prevents, restricts or interferes with the performance of CAV in completing the Order governed by this Agreement, CAV shall be excused from such performance to the extent of such Force Majeure condition so long as CAV provides the Customer with prompt written notice describing the Force Majeure condition and immediately continues performance whenever and to the extent such condition is removed.