Tyron Runflat Limited
Terms and Conditions of Sale

These Conditions apply to the sale of all products by Tyron Runflat Limited trading as Tyron through its website or by telephone. By placing an order, the Customer agrees to be bound by them.
The customer’s attention is drawn in particular to the provisions of clause 8.

1. INTERPRETATION
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Collection Location: means the address for collection of the Products as confirmed within Tyron’s written acceptance of the Order, as defined at clause 5.1(b);
Conditions: means these Terms and Conditions as amended from time to time;
Contract: the contract between Tyron and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Credit Account: means a trading account that is available to business customers who on receipt of satisfactory trading references are granted a Credit Account to purchase Products from Tyron and are able to pay for the same within 30 calendar days (or such other credit terms agreed by Tyron and confirmed in writing to the Customer);
Customer: the person or firm who purchases the Products from Tyron.
Delivery Location: means the address or addresses for delivery of the Products as confirmed by the Customer as defined at clause 5.1(a);
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Manufacturer: means the organisation who supplies the Products to Gaslow to fulfil an Order;
Order: means the Customer’s order for the Products;
Products: means the products, related accessories and other physical items to be supplied by Tyron to the Customer in accordance with the Contract;
Specification: means any written description or specification for the Products, including any related plans and drawings for wheels, tyres or runflats, that is agreed in writing by the Customer and Tyron.
Target Delivery Date: means the estimated delivery date provided by Tyron within the acknowledgement email sent upon confirmation of an Order;
Tyron: means Tyron Runflat Limited, a company incorporated under the laws of England and Wales with company number 04337279, whose registered office is at 1 Derby Road, Eastwood, Nottingham, NG16 3PA;
VAT: means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Products.

1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.

2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. They supersede any previously issued terms and conditions.
2.2 A quotation issued by Tyron does not constitute an offer to supply products and no order placed in response to Tyron’s quotation will be binding unless accepted by Tyron in writing. A quotation shall only be valid for a period of 60 days from its date of issue, unless otherwise agreed in writing by the parties.
2.3 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.4 The Order shall only be deemed to be accepted when Tyron issues written acceptance of the Order by email to the Customer, at which point the Contract shall come into existence.
2.5 When placing the Order the Customer must provide the following information:-
(a) the name and invoice address of the Customer;
(b) the specific Products being ordered and the respective quantities of each; and
(c) the Delivery Location.
2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.7 Any samples, drawings, descriptive matter or advertising produced by Tyron or featured on their website and any descriptions or illustrations contained in Tyron’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.

3. PRODUCTS
3.1 The Products are described on Tyron’s website, www.tyron.com (as updated by Tyron from time to time), as modified by any applicable Specification.
3.2 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Tyron 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 Tyron in connection with any claim made against Tyron for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Tyron’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Tyron reserves the right to amend the Specification unless otherwise agreed by the parties in writing, or if required by any applicable statutory or regulatory requirement, and Tyron shall notify the Customer in any such event.

4. PRICE AND PAYMENT
4.1 The price of the Products shall be the price set out in Tyron’s written acceptance of the Order, or, if no price is quoted, the price set out in Tyron’s published price list in force as at the date of delivery.
4.2 Tyron may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
(a) any factor beyond Tyron’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification (which is subject to Tyron’s written approval); or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Tyron adequate or accurate information or instructions.
4.3 The price of the Products:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Tyron at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
4.4 No Order is deemed placed by the Customer until payment of the Price, together with VAT and any applicable delivery charges has been received by Tyron in full and cleared funds. Payment must be made by the Customer to a bank account nominated in writing by Tyron.
4.5 For Customers who have a Credit Account, the Customer shall pay each invoice submitted by Tyron:
(a) within 30 days of the date of the Order or in accordance with any credit terms agreed by Tyron and confirmed in writing to the Customer; and
(b) in full and in cleared funds to the bank account nominated in writing by Tyron, and
time for payment shall be of the essence of the Contract.
4.6 If the Customer fails to make a payment due to Tyron under the Contract by the due date, then, without limiting Tyron’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 4.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5. DELIVERY
5.1 Tyron shall either:
(a) In the event that the Customer requires delivery of the Products, deliver the Products to the location set out in the Order or such other location as the parties may agree at any time after Tyron notifies the Customer that the Products are ready; or
(b) In the event that the Customer arranges to collect the Products, Tyron shall make available the Products and the Customer shall collect the Products from Tyron’s premises as agreed with the Customer within the Order (“Collection Location”). The Customer shall collect the Products on the date specified within Tyron’s notification to the Customer that the Products are ready and available for collection. The Customer shall be responsible for ensuring that any vehicle supplied for the purposes of collecting the Products shall be suitably sized and rated and Tyron shall not be liable for any loss sustained by the Customer as a result of the Customer’s failure to supply an appropriate vehicle for collection.
5.2 Delivery of the Products:
(a) in accordance with clause 5.1(a), Delivery shall be completed on the completion of unloading of the Products at the Delivery Location; or
(b) in accordance with clause 5.1(b), Delivery shall be completed on the completion of loading the Products on to the Customer’s vehicle (which shall be supplied by the Customer) at the Collection Location.
5.3 Without prejudice to Clause 5.4, Tyron shall use reasonable endeavours to meet the Target Delivery Date, but any such date shall be an estimate only and time shall not be of the essence.
5.4 Tyron shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide Tyron with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
5.5 If Tyron fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. Tyron shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Tyron with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
5.6 If the Customer fails to take or accept delivery of the Products within three Business Days of Tyron notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or Tyron’s failure to comply with its obligations under the Contract in respect of the Products:
(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Tyron notified the Customer that the Products were ready; and
(b) Tyron shall store the Products until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.7 If ten Business Days after the day on which Tyron notified the Customer that the Products were ready for delivery the Customer has not accepted actual delivery of them, Tyron may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Products.
5.8 Tyron may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6. QUALITY
6.1 Tyron warrants that it will, so far as it is able to do so, give the Customer the benefit of any express guarantee or warranty by the Manufacturer of the Products and of any rights which Tyron has against the Manufacturer.
6.2 Tyron warrants that on delivery or collection of the Products shall:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
(d) be fit for any purpose held out by the Tyron.
6.3 Subject to the following provisions of clause 6.4 Tyron shall, at its option, either repair or replace any Product or, if applicable, a part or component of any Product which is damaged upon delivery or which suffers any material defect or otherwise fails in any material respect to conform to the Contract.
6.4 The obligations of Gaslow under clause 6.3 are subject to the following conditions:-
(a) the Customer must notify Tyron in writing of the damage, defect or failure promptly upon the same being discovered and in any event, where the damage, defect or failure ought reasonably to have been apparent to the Customer from a visual inspection of the Product, within seven days from delivery;
(b) the Customer must return the defective Products at Tyron’s reasonable expense within such time period as Tyron shall specify; and
(c) Tyron shall, at its own expense, deliver repaired or replacement Products or, as the case may be, parts or components, to the Customer at the original Delivery Location.
6.5 Tyron shall not be liable for the Products’ failure to comply with the warranty set out in clause 6.2 if:
(a) the Customer makes any further use of such Products after giving notice in accordance with clause 6.4;
(b) the defect arises because the Customer failed to follow Tyron’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of Tyron following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Products without the written consent of Tyron;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.6 Except as provided in this clause 6, Tyron shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 6.2.
6.7 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.8 These Conditions shall apply to any repaired or replacement Products supplied by the Tyron.

7. TITLE AND RISK
7.1 The risk in the Products shall pass to the Customer on completion of delivery.
7.2 For Customers that pay for the Products on placing an Order, title to the Products shall pass from Tyron to Customer upon collection or delivery of the Products provided that Tyron receives payment in full (in cleared funds and inclusive of all taxes, charges and any other fees which may be due and payable by the Customer).
7.3 For Customers who have a Credit Account with Tyron and do not pay for the Products on placing an Order, title to the Products shall pass from Tyron to the Customer upon the receipt by Tyron of payment in full in cleared funds for the Products.
7.4 Where the Products are collected under clause 5.1(b), Tyron shall have no liability for the Products once collection has taken place and Tyron shall not be liable for damage or loss sustained by the Customer following the unloading of the Products at the Customer’s own premises.
7.5 Until title to the Products has passed to the Customer, the Customer shall:
(a) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Tyron’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Tyron immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
(e) give Tyron such information as Tyron may reasonably require from time to time; and
(f) use the Products in the ordinary course of its business (but not otherwise) before Tyron receives payment for the Products (unless otherwise agreed in writing).
7.6 Subject to clause 7.7, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Tyron receives payment for the Products (unless otherwise agreed in writing). However, if the Customer resells the Products before that time:
(a) it does so as principal and not as Tyron’s agent; and
(b) title to the Products shall pass from Tyron to the Customer immediately before the time at which resale by the Customer occurs.
7.7 At any time before title to the Products passes to the Customer, Tyron may:
(a) by notice in writing, terminate the Customer’s right under clause 7.6 to resell the Products or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude Tyron’s liability for:
(a) death or personal injury caused by negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Products Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for Tyron to exclude or restrict liability.
8.2 Subject to clause 8.1:
(a) Tyron shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort, (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Tyron’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Products.
8.3 This clause 8 shall survive termination of the Contract.

9. TERMINATION
9.1 Without limiting its other rights or remedies, Tyron may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty days of the Customer being notified in writing to do so;
(b) the Customer 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), obtaining a moratorium, 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 jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without affecting any other right or remedy available to it, Tyron may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
9.3 Without affecting any other right or remedy available to it, Tyron may suspend the supply of Products under the Contract or any other contract between the Customer and Tyron if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.1(a) to clause 9.1(d), or Tyron reasonably believes that the Customer is about to become subject to any of them.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to Tyron all of Tyron’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Tyron shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10. FORCE MAJEURE
Tyron shall not be in breach of the Contract nor liable for any delay in performing or a failure to perform any of its obligations under the Contract to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control (in each case a Force Majeure Event). In such circumstances, Tyron shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for a continuous period of six weeks, either party may terminate the Contract with immediate effect by giving written notice to the other party.

11. ASSIGNMENT AND OTHER DEALINGS.
11.1 Tyron may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
11.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Tyron.

12. ENTIRE AGREEMENT.
12.1 The Contract constitutes the entire agreement between the parties.
12.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

13. VARIATION.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. 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 or remedy.

15. SEVERANCE.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 0 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. NOTICES.
16.1 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 (if it is a company) or its principal place of business (in any other case) 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, sent by pre-paid first-class post or other next working day delivery service, commercial courier or email.
16.2 A notice or other communication shall be deemed to have been received: if delivery personally, when left at the address referred to in clause 16.1; if sent by pre-paid first class post or other next working day delivery service, at 9:00am 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 email, one Business Day after transmission.
16.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. THIRD PARTY RIGHTS
17.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

18. GOVERNING LAW
The 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 Wales.

19. 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 the Contract or its subject matter or formation.