EMERALD BESPOKE LTD - NO ROAD CLUB
TERMS OF BUSINESS
Emerald Bespoke Ltd makes and delivers bespoke,
customised wheels, tyres and related goods for high
performance and 4x4 vehicles. These terms govern the
supply of all such goods to you.
By placing an Order with us for the supply of goods, you are
deemed to accept these terms.
Business Day a day (other than a Saturday, Sunday
or public holiday) when banks in
London are open for business.
the date that the Supplier accepts the
Order in writing.
Contract these terms between the Supplier
and the Customer for the sale and
purchase of the Goods in accordance
with the Order.
Customer the party purchasing Goods under
Delivery Date the estimated date specified for
delivery of an Order.
the address for delivery of the Goods,
as set out in the Order.
events, circumstances or causes
beyond a party's reasonable control.
Goods the goods (or any part of them), as
set out in the Order.
Order an order for the Goods submitted by
the Customer and accepted by the
Supplier in writing.
Price the price for the Goods, as set out in
Specification the specification for the Goods,
including any related plans and
drawings that are agreed in writing by
the Customer and the Supplier as set
out in the Order.
Supplier Emerald Bespoke Ltd.
2. COMMENCEMENT AND TERM
This Contract shall commence on the Commencement
Date and shall continue, unless terminated earlier in
accordance with its terms, until delivery of the Goods,
when it shall terminate automatically without notice.
3.1 The Customer shall place Orders in writing. The
Supplier may accept or decline Orders at its absolute
discretion. The Supplier may, at its discretion, accept an
amendment to an Order by the Customer.
3.2 The Supplier shall assign an order number to each
Order it accepts and notify the order number to the
Customer. Each party shall use the relevant order
number in all subsequent correspondence relating to
3.3 After confirming an Order, the Supplier shall as soon as
is practicable inform the Customer of the Supplier’s
estimated delivery date for the Order.
3.4 The Customer is responsible for ensuring that any
Specification submitted by the Customer is complete
and accurate. The Customer shall give the Supplier all
necessary information relating to the Goods that the
Supplier reasonably requires in order to fulfil each
4. THE GOODS
4.1 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
described in them. They shall not form part of the
Contract or have any contractual force.
4.2 To the extent that the Goods are to be manufactured in
accordance with a Specification supplied by the
Customer, the Customer shall indemnify the Supplier
against all liabilities, costs, expenses, damages and
losses (including any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest,
penalties and legal and other reasonable professional
costs and expenses) suffered or incurred by the
Supplier in connection with any claim made against the
Supplier for actual or alleged infringement of a third
party's intellectual property rights arising out of or in
connection with the Supplier's use of the Specification.
This clause shall survive termination of the Contract.
4.3 The Supplier reserves the right to amend the
Specification of the Goods if required by any applicable
statutory or regulatory requirements.
5.1 The Supplier shall ensure that:
5.1.1 each delivery of Goods is accompanied by a
delivery note which shows the order number
and the type and quantity of Goods; and
5.1.2 if the Supplier requires the Customer to return
any packaging materials to the Supplier, that
fact is clearly stated on the delivery note. The
Customer shall make any such packaging
materials available for collection at such times
as the Supplier shall reasonably request.
5.2 The Supplier shall endeavour to deliver Goods to the
Delivery Location on the relevant Delivery Date.
5.3 Delivery Dates are approximate only, and the time of
delivery is not of the essence. In addition, the Supplier
shall not be liable for any delay in delivery of any Goods
that is caused by:
5.3.1 a Force Majeure Event; or
5.3.2 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.
6. QUALITY AND FITNESS FOR PURPOSE
6.1 Subject to clause 3.4, the Supplier warrants that the
6.1.1 conform in all material respects with their
description or the Specification;
6.1.2 be free from material defects in design,
material and workmanship;
6.1.3 be of satisfactory quality (within the meaning
of the Sale of Goods Act 1979); and
6.1.4 in respect of tyres only (and unless the
contrary is stated in the Order), they shall be
new (not previously used) and shall have full
provided always that the Supplier makes no
warranty (and shall have no liability to the
Customer) when supplying Goods in connection
with a Specification containing a general or
imprecise description which shall include, but not
be limited to, pictures or photographs of a
colour/item/design/finish– in such situations, the
Supplier’s sole obligation is to use reasonable
efforts to comply with the Specification.
6.2 Subject to clause 6.3 , if:
6.2.1 the Customer gives notice in writing to the
Supplier within 10 Business Days after
discovery that some or all of the Goods do not
comply with the warranties set out in clause
6.1 ; and
6.2.2 the Supplier is given a reasonable opportunity
of examining such Goods; and
6.2.3 the Customer (if asked to do so by the
Supplier) returns such Goods to the Supplier's
place of business at the Supplier's cost,
the Supplier shall, at its option, repair or replace
any Goods that are found to be defective, or
refund the price of such defective Goods in full,
provided that if the Goods are not in breach of
clause 6.1, the Customer shall be liable to pay the
Supplier for all its reasonable transport and
administrative costs incurred.
6.3 The Supplier shall not be liable for Goods' failure to
comply with the warranties set out in clause 6.1 if:
6.3.1 the Customer makes any further use of such
Goods after giving notice of defects in
accordance with clause 6.2 ;
6.3.2 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
6.3.3 the defect arises as a result of the Supplier
following any drawing, design or Specification
supplied by the Customer;
6.3.4 the Customer alters or repairs such Goods
without the written consent of the Supplier;
6.3.5 the defect arises as a result of fair wear and
tear, wilful damage, negligence, or abnormal
storage or working conditions; or
6.3.6 the Goods differ from their description or the
Specification as a result of changes made to
ensure they comply with applicable statutory
or regulatory requirements.
6.4 The Supplier's only liability to the Customer if the Goods
fail to comply with the warranties set out in clause 6.1 is
as set out in this clause 6.
6.5 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.
6.6 The terms of the Contract shall apply to any repaired or
replacement Goods supplied by the Supplier.
7. TITLE AND RISK
7.1 Risk in Goods shall pass to the Customer on completion
of delivery of the Goods at the Delivery Location.
7.2 Title to Goods shall only pass to the Customer once the
Supplier receives payment in full (in cash or cleared
funds) for them.
7.3 Until title to the Goods has passed to the Customer, the
7.3.1 store the Goods separately from all other
goods held by the Customer so that they
remain readily identifiable as the Supplier's
7.3.2 not remove, deface or obscure any identifying
mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition
and keep them insured against all risks for
their full price from the date of delivery;
7.3.4 notify the Supplier immediately if it becomes
subject to any of the events listed in clause
11.1.2 ; and
7.3.5 give the Supplier such information relating to
the Goods as the Supplier may require from
time to time.
7.4 The Supplier may recover Goods in which title has not
passed to the Customer. The Customer irrevocably
licenses the Supplier, its officers, employees and
agents, to enter any premises of the Customer
(including with vehicles), in order to satisfy itself that the
Customer is complying with the obligations in clause
7.3 , and to recover any Goods in which property has not
passed to the Customer.
7.5 The Supplier may at any time after delivery elect to
transfer title in the Goods to the Customer, in which
case the Customer shall immediately pay the Price to
8. PRICE AND PAYMENT
8.1 The Price shall be set out in the Order. The Customer
shall pay for Goods in accordance with this clause 8.
8.2 Delivery of Goods in the UK: the Price shall include the
costs of packaging, insurance and transport of the
Goods, but shall exclude amounts in respect of value
added tax (VAT) which the Customer shall additionally
be liable to pay to the Supplier at the prevailing rate (if
applicable). In the event that Goods cannot be
delivered due to the Customer’s non-availability, the
Supplier reserves the right to charge for any return
and/or re-delivery costs.
8.3 Delivery of Goods outside the UK: the Price excludes:
8.3.1 the costs of packaging, insurance and
transport of the Goods (including any return
and/or re-delivery costs in the event that
Goods cannot be delivered due to the
Customer’s non-availability), which shall be
invoiced to the Customer in addition to the
8.3.2 amounts in respect of value added tax (VAT),
which the Customer shall additionally be liable
to pay to the Supplier at the prevailing rate (if
8.3.3 any costs in relation to customs or
export/import duties which may be payable in
respect of the Goods, which shall be payable
by the Customer in addition to the Price.
8.4 The Supplier shall invoice the Customer for the price of
Goods plus VAT at the prevailing rate (if applicable) at
the time it confirms the relevant Order to the Customer
and the Supplier shall not be obliged to take any further
steps under the Contract until it has received payment
8.5 If the Customer fails to make any payment due to the
Supplier under the Contract by the due date for
payment, then, without limiting the Supplier's remedies
under clause 11:
8.5.1 the Customer shall pay interest on the overdue
amount at the rate of 4% per annum above
HSBC's base rate from time to time. Such
interest shall accrue on a daily basis from the
due date until actual payment of the overdue
amount, whether before or after judgment. The
Customer shall pay the interest together with
the overdue amount; and/or
8.5.2 the Supplier may suspend all further deliveries
of Goods until payment has been made in full.
8.6 The Customer shall pay all amounts due under the
contract in full without set-off, counterclaim, deduction
or withholding (except for any deduction or withholding
required by law). The Supplier may at any time, without
limiting any of its other rights or remedies, set off any
amount owing to it against any amount payable by the
Supplier to the Customer.
9. LIMITATION OF LIABILITY
9.1 Nothing in this Contract shall limit or exclude the
Supplier's liability for:
9.1.1 death or personal injury caused by its
negligence, or the negligence of its
employees, agents or subcontractors (as
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of
the Sale of Goods Act 1979; or
9.1.4 any matter in respect of which it would be
unlawful for the Supplier to exclude or restrict
9.2 Subject to clause 9.1 :
9.2.1 the Supplier shall not be liable to the
Customer, whether in contract, tort (including
negligence), breach of statutory duty, or
otherwise, for (i) any loss of profit (direct or
indirect), or any indirect or consequential loss
arising under or in connection with the
9.2.2 the Supplier's total liability to the Customer for
all other losses arising under or in connection
with the Contract, whether in contract, tort
(including negligence), breach of statutory
duty, or otherwise, shall be limited to the total
sums paid and/or payable by the Customer for
Goods under this Contract.
10. COMPLIANCE WITH RELEVANT LAWS AND
In performing its obligations under the Contract, the
Supplier shall comply with all applicable UK laws,
statutes, regulations and codes from time to time in
11.1 Without limiting its other rights or remedies, either party
may terminate this Contract with immediate effect by
giving written notice to the other party if:
11.1.1 the other party commits a material breach of
the Contract and (if such a breach is
remediable) fails to remedy that breach within
28 days of that party being notified in writing to
11.1.2 the other party 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), 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
11.1.3 the other party suspends, or threatens to
suspend, or ceases or threatens to cease to
carry on all or a substantial part of its
11.1.4 the other party's financial position deteriorates
to such an extent that in the terminating party's
opinion the other party's capability to
adequately fulfil its obligations under the
Contract has been placed in jeopardy.
11.2 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 and remains in default not less
than 14 days after being notified in writing to make such
11.3 Termination of the Contract 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 this Contract which existed at
or before the date of termination.
11.4 Any provision of the Contract that expressly or by
implication is intended to come into or continue in force
on or after termination shall remain in full force and
12.1 Force majeure. Neither party shall be in breach of this
Contract nor liable for delay in performing, or failure to
perform, any of its obligations under this Contract if
such delay or failure result from a Force Majeure Event.
12.2 Assignment and other dealings.
12.2.1 The Customer shall not assign, transfer,
charge, subcontract, 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.
12.2.2 The Supplier may at any time assign, transfer,
charge, subcontract, declare a trust over or
deal in any other manner with any or all of its
rights under this agreement.
12.3.1 No 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 this Contract.
12.4 Entire agreement.
12.4.1 This Contract (including an Order) constitutes
the entire agreement between the parties in
respect of that Order and supersedes and
extinguishes all previous agreements,
promises, assurances, warranties,
representations and understandings between
them, whether written or oral, relating to its
subject matter. In the event of a clash between
any term of an Order and this Contract, the
Order shall prevail.
12.4.2 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 this agreement. Each party
agrees that it shall have no claim for innocent
or negligent misrepresentation or negligent
misstatement based on any statement in this
12.5 Variation. No variation of this Contract shall be
effective unless it is in writing and signed by the parties
(or their authorised representatives).
12.6 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
12.7 Severance. If any provision or part-provision of the
Contract is or becomes invalid, illegal or unenforceable,
it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision
or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-
provision under this clause shall not affect the validity
and enforceability of the rest of the Contract.
12.8.1 Any notice or other communication given to a
party under or in connection with the Contract
shall be in writing, addressed to that party at
its registered office or such other address as
that party may have specified to the other
party in writing in accordance with this clause,
and shall be delivered personally, or sent by
pre-paid first class post or other next working
day delivery service, commercial courier, fax
12.8.2 A notice or other communication shall be
deemed to have been received: if delivered
personally, when left at the address referred to
in clause 12.8.1 ; if sent by pre-paid first class
post or other next working day delivery
service, at 9.00 am on the second Business
Day after posting; if delivered by commercial
courier, on the date and at the time that the
courier's delivery receipt is signed; or, if sent
by fax or email, one Business Day after
12.8.3 The provisions of this clause shall not apply to
the service of any proceedings or other
documents in any legal action.
12.9 Third party rights. No one other than a party to this
Contract and their permitted assignees shall have any
right to enforce any of its terms.
12.10 Governing law. This 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
12.11 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
DETAILS ABOUT THE SUPPLIER
Company Name: Emerald Bespoke Ltd
Company Number: 10936182
Registered Office Address:
Telephone: 0800 488 0991
2nd Floor, Heathmans
House, 19 Heathmans Road,
London, England, SW6 4TJ