1.1 "The Dealer",the person designed overleafwho is the vendor ofthe goods to the customer.
1.2 "The Customer",the person designed overleaf,contracting for goods and services to be supplied by the Dealer.
1.3 " Consumer", a Customer,being an individual who,for the purposes ofthe purchase,is acting wholly or mainly outside oftheir trade,business,craftor profession 1.3 "Goods" means all vehicles as defined,or other things to be sold by the Dealer to the Customer.
1.4 "Vehicle" includes any car,lorry,van,trailer,caravan,invalid carriage,motor cycle and generally each and every accessory to and componentthereof.
2.1 These terms shallrepresentthe whole contractbetween the Dealer and the Customer.They may be varied only by written agreementbetween the parties.
3.1 The singular shall include the plural and the male shall include the female or business entity as may be appropriate.
En f o r c e a b ilit y
4.1 In the eventofany one or more ofthese terms and conditions being declared unenforceable,the remaining terms and conditions shall nonetheless remain in full force and effect.
5.1 This order and any allowance in respectofa Vehicle offered by the Customer are Subjectto acceptance and confirmation in writing by the Dealer.
Delivery/Time Not of the Essence
6.1 Unless specifically agreed in writing,time for delivery is notessential.
6.2 Where the date for delivery ofthe goods is notknown attime ofsale,any date provided is an estimate only and is dependenton the provision ofthe Goods to the Dealer by the Supplier/Manufacturer.The Dealer will use its bestendeavours to secure delivery ofthe Goods by the estimated delivery date (ifany) butdoes notguarantee the time ofdelivery.The Dealer shallnotbe obliged to fulfilorders in the sequence in which they are placed.
6.3 Ifthe Dealer shall fail to deliver the Goods within 21 days ofthe estimated date ofdelivery stated in this contract,the Customer may by notice in writing to the Dealer require delivery ofthe Goods within 7 days ofreceiptofsuch notice.Ifthe Goods shall notbe delivered to the Customer within the said 14 days the contract s hall be c anc elled.
Ifthe Goods to be supplied by the Dealer are new,the following provisions shallhave effect:
7.1 this Agreementand the delivery ofthe Goods shallbe subjectto any terms and conditions which the manufacturer or concessionaire may fromtime to time lawfully attach to the supply ofthe Goods or the resale ofsuch Goods by the Dealer,and the Dealer shallnotbe liable for any failure to deliver the Goods occasioned by his inability to obtain themfromthe manufacturer or concessionaire or by his compliance with such terms and conditions.Acopy ofthe terms and conditions currently so attached by the manufacturer or concessionaire may be inspected atthe Dealer's office.
7.2 the Dealer undertakes thatthey willensure thatthe pre-delivery work specified by the manufacturer or concessionaire is performed and thatthey willuse their bestendeavours to obtain for the Customer fromthe manufacturer or concessionaire the benefitofany warranty or guarantee given by themto the Dealer or to the Customer in respectofthe Goods and,save where the Customer is acting as a consumer (as defined by Legislation) all statements,conditions or warranties expressed or implied by law or otherwise,are hereby expressly excluded.
7.3 Any figure provided within the contractfor Car Tax is provided as guidance only. Notwithstanding the sumfor Car Tax specified in the order,the sumpayable by the Customer in respectthereofshallbe such sumas the Dealer has legally had to pay or becomes legally bound to pay for Car Tax in respectofthe Goods.
7.4 Any figure provided within the contractfor Value Added Tax is provided as guidance only.Notwithstanding also the sumfor Value Added Tax specified in the order,the sumpayable by the Customer in respectthereofshallbe the sumfor which the Dealer becomes legally liable atthe time the taxable supply occurs.
7.5 ifafter the date ofthis order and before delivery ofthe Goods to the Customer,the manufacturer's or concessionaire's recommended price for any ofthe Goods,or specification ofthe same shall be altered,the Dealer shall give notice ofany such alteration to the Customer,and
7.5.1 in the eventofthe manufacturer's or concessionaire's recommended price for the Goods being increased,the amountofsuch increase which the Dealer intends to pass to the Customer shall be notified to the Customer.The Customer shall have the rightto cancel the contractwithin 14 days ofthe receiptofsuch notice.Ifthe customer does notgive such notice as aforesaid,the increase in the price shall be added to become partofthe contractprice.
7.5.2 in the eventofthe recommended price being reduced,the amountofsuch reduction,ifany,which the Dealer intends to allow to the Customer shallbe notified to the Customer.Ifthe amountallowed is notthe same as the reduction ofthe recommended price the Customer shallhave the rightto cancelthe contractwithin 14 days ofthe receiptofsuch notice.
7.6 in the eventofthe manufacturer ofthe Goods described in the order ceasing to make the Goods ofthattype,the Dealer may (whether the estimated delivery date has arrived or not) by notice in writing to the Customer,cancelthe contracton the grounds offrustration.
7.7 Save in the case ofconsumer sales (as defined) all statements,conditions or warranties as to the quality ofthe Goods or their fitness for any purpose whether express or implied by law or otherwise are hereby expressly excluded.
8.1 ifthe goods to be supplied by the Dealer are used,the vehicle is supplied as roadworthy atthe date ofdelivery and,in the case ofconsumer sales (as defined by the Sale ofGoods Legislation):
8.1.1 is sold subjectto any conditions or warranties thatare implied by the Sale ofGoods Legislation or any amending statutes.
8.1.2 Prior to signing this order form,the Customer shall examine the Vehicle and items setoutin the Customer's Certificate ofExamination overleafand the purchaser is reminded thatthe conditions ofsatisfactory quality and fitness for purpose implied by the Sale ofGoods Legislation do notoperate in relation to such defects which the examination oughtto reveal.Should the Goods be sold also subjectto defects notified by the Seller to the Customer before signing the agreement,the implied conditions ofsatisfactory quality and fitness for purpose do notoperate in relation to those defects.
8.2 Save in the case ofcustomer sales (as defined) all statements,conditions,or warranties as to the quality ofthe Goods or their fitness for any purpose whether express or implied by law or otherwise,are hereby expressly excluded.
V a r ia t io n
9.1 Any variation agreed between the Dealer and the Customer regarding the Goods to be supplied shall be deemed to be an amendmentto this Contractand shall notconstitute a new contract.
10.1 The Customer shallbe liable to pay for the Goods immediately upon notification by the Dealer thatthey are available for delivery.The Dealer may,in its discretion,demand a depositatthe time when the order for Goods is placed by the Customer and shallnotbe obliged to progress the order or otherwise implement
th e c o n tr a c t u n til th e d e p o s it is p a id in fu ll.
Place of Delivery
11.1 Unless otherwise agreed in writing delivery ofthe Goods shall take place atthe Dealer's premises.
11.2 In the eventofcancellation,for any reason,the customer agrees to return the Goods to the dealer's premises.
Repudiation by Customer
12.1 Ifyou do notpay for and take delivery ofyour vehicle within 14 days ofnotification thatthe vehicle is available for delivery,we shallbe atliberty to treatthe contractas cancelled.Ifthis happens,or ifyou cancelthe contractfor any other reason notpermitted by this contract,we willsellthe vehicle to another person.We willrefund your depositbutbefore we do so,we are entitled to recover fromthe depositthe additionalcosts we incur in re selling the vehicle plus any reduction in the sales price achieved.We willkeep the depositwhilstwe display and advertise the vehicle as being for sale.Ifitis notsold within a reasonable time we will
s ell it at auc tion.
12.2 Once we have sold the vehicle,we will notify you within 7 days as to how much we have lostas a resultofhaving to re sell.Ifthis amountis less than your deposit,then we will refund the balance ofyour depositwith the notification.Ifthe claimable amountis more than the deposit,then we will include a statementshowing how much you owe us to make good our loss.We will provide copies ofany receipts ifyou requestthem.
12.3The Dealer reserves the rightto make a reasonable daily charge for the storage ofthe vehicle or vehicles.
13.1 The Dealer shallbe responsible for the loss ofor damage to any vehicle or its contents only ifcaused by negligence ofthe Dealer or its employees.The Customer is strongly advised to remove any items ofvalue notrelated to the Vehicle.
14.1 Ifthe contractis cancelled under the provisions ofclauses 6 or 7 above the depositshallbe returned to the Customer and the Dealer shallbe under no further liability.
Retention of Title and Risk
15.1 Risk ofdamage to or loss ofthe Goods are atthe risk ofthe Customer as soon as they are delivered into the physical possession ofthe Customer or their nominated representative.
15.2 Goods shall remain the sole and absolute property ofthe Dealer as legal owner until such time as the Customer shall have paid to the Dealer the full price together with all storage charges and interestthatmay be due to the Dealer under this contract.Until paymentin full as aforesaid has been made the Customer acknowledges thatthey are in possession ofthe goods solely as agentofthe Dealer.
15.3 Untilthe Customer becomes owner ofthe Goods,they willstore themseparately fromhis own goods or those ofany other person and in a manner which makes themreadily identifiable as the goods ofthe Dealer.
15.4 The Customer's rightto possession shallcease ifthey,notbeing a company,become bankruptor ifthey,being a company,do anything,or failto do anything which would entitle a Receiver to take possession ofany assets or which would entitle any person to presenta petition for winding-up.
15.5 Should the Customer's rightofpossession cease they willnotify the Dealer and immediately make the goods available for collection.The Dealer may,for the purposes ofrecovery ofthe Goods,enter upon any premises where they are stored or where they are reasonably thoughtto be stored and may repossess them.
15.6 The Customer shallbe atliberty to agree to sellon the Goods or any productproduced fromor with the Goods subjectto the express condition thatsuch an agreementto sellshalltake place as agents (save thatthe Customer shallnothold himselfoutas such) for the Dealer,whether the Customer sells on his own accountor notand thatthe entire proceeds thereofare held in trustfor the Dealer and are notmingled with other monies or paid into any overdrawn bank accountand shall be atall times identifiable as the Dealer's monies.
Right of Lien
16.1 The Dealer shallhave a generallien on any property ofthe Customer in its possession for allmonies owing to the Dealer by the Customer on any accountwhatsoever.
17.1 Where the Dealer agrees to allow partofthe price ofthe Goods to be discharged by the customer delivering a used Vehicle in partexchange to the Dealer,in consideration ofsuch allowance,itis hereby agreed thatthe following further conditions willapply. 17.1.1 thatthe Dealer accepts the used vehicle in reliance ofthe warranties granted by the Customer overleaf,including butnotlimited to the age,mileage and condition ofthe vehicle.
17.1.2 thatsuch used Vehicle is the absolute property ofthe Customer and is free fromallencumbrances.
17.1.3 thatsuch used vehicle is the subjectofa hire purchase or agreementor other encumbrance capable ofcash settlementby the Dealer,in which case the allowance shall be reduced by the amountrequired to be paid by the Dealer in settlementthereof. 17.2 IIfthe Dealer has examined the said used vehicle prior to his confirmation and acceptance ofthis order,the used vehicle shallbe delivered to themin the same condition atthe date ofsuch examination (fair wear and tear excepted).
17.3 thatsuch used Vehicle shallbe delivered to the Dealer on or before delivery ofthe Goods to be supplied by themhereunder,and the property in the said used Vehicle shallthereupon pass to the Dealer absolutely.
17.4 Thatwithoutprejudice to 17.3 above,such used vehicle shallbe delivered to the Dealer within 14 days ofnotification to the customer thatthe Goods to be supplied by the Dealer are available for delivery.
17.5 ifthe goods to be delivered by the Dealer,through no defaulton the partofthe Dealer,shall notbe delivered to the Customer within 30 days after the date ofthis order or the estimated delivery date;where thatis later,the allowance on the said used vehicle shall be subjectto a reduction by an amountnotexceeding 2.5%for each completed period of30 days fromthe date ofthe expiry ofthe firstmentioned 30 days,to the date ofdelivery to the Customer ofthe Goods.
17.6 In the eventofthe non-fulfilmentofany ofthe foregoing conditions,other than 17.5 above,the Dealer shallbe discharged fromany obligations to acceptthe said used Vehicle or to make any allowance in respectthereof,and the Customer shalldischarge in cash the fullprice ofthe Goods to be supplied by the Dealer.
Authority to Contract
18.1 Goods supplied by the order ofany person in the Customer's employmentor by any person reasonably believed by the Dealer to be the Customer's agentor by any person to whomthe Dealer is entitled to make delivery ofthe vehicle shallbe paid for by the Customer.
19.1 Where a person who,so far as the Dealer is aware,has authority to upliftGoods or Vehicles and does so,the Dealer shallhave no liability to the Customer for any loss or damage resulting on any grounds whatsoever.Itshallnotbe obligatory upon the Dealer to confirmthe authority ofany person reasonably
believed to be the agent,or to have been atsome time,connected with the Customer.
20.1 In connection with the supply ofa Vehicle or an inspection or testing or the preparation ofany estimate in connection therewith,the Dealer shallbe entitled to drive the vehicle on the road or elsewhere as itshalldeemnecessary.These provisions shallapply also to any Vehicle offered by the Customer in part-
exchange in terms ofclause 17.
21.1 Notwithstanding the provisions ofthis agreement,the Customer shallbe atliberty before the expiry of7 days after notification to himthatthe Goods have been completed for delivery to arrange for a finance company to purchase the Goods fromthe Dealer atthe price payable hereunder.Upon the purchase ofthe Goods by such finance company,the proceeding clauses ofthis agreementexcept7.2 shallcease to have effectbutany used Vehicle for which an allowance was there under agreed to be made to the Customer shallbe boughtby the Dealer atthe price equalto such allowance,upon the conditions setforth in clause 17 above (save thatin 17.3,17.4 and 17.5 thereofall reference to 'delivery' or 'delivered' in relation to the 'Goods' shall be construed as meaning delivery or delivered by the Dealer to or to the order ofthe finance company) and the Dealer shall be accountable to the finance company on behalfofthe Customer for the said price and any depositpaid by himunder this agreement.
22.1 all written notices given by the Dealer to the Customer shall take effect24 hours after being despatched by the Dealer in the normal course ofpostto the Customer's address shown overleaf.
Export Outside EU
23.1 The Dealer reserves the rightto cancel this order ifitbelieves thatthe Customer intends to resell the Goods outside the European Union (ContractTerritory) for commercial gain within a period of12 months;or where the Customer is a corporation its place ofbusiness is notwithin the European Union ;or where the Customer is a finance company and either,the Goods are notbeing purchased on behalfofan end user or they are and such end user is notresidentnor has its place ofbusiness within the European Union.
23.2 The Customer shallindemnify the Dealer and keep the Dealer indemnified fromalland any liability and directlosses (to include butnotlimited to any service commission paid to the manufacturer and any debitback ofprofitmargin fromthe manufacturer),damages,costs or expenses which the Dealer sustains or incurs as a resultofthe Customer exporting or selling (whether directly or indirectly through any third party) the Goods outside the European Union.
24.1 If,and only if,the Customer has acted as a Consumer, where this Agreementhas been completed away fromour business premises and/or withoutany face to face contactbetween us and you;or anyone acting on your or our respective behalf,you may give notice to cancelthis Agreementwithin 14 days without giving any reason.
24.2 This cancellation period willexpire 14 days after the day on which you,or a third party on your behalf,takes delivery or otherwise acquires physicalpossession ofthe Goods. To exercise this rightto cancel,you mustinformus ofyour decision to cancelthis Agreementin writing by clear statement(e.g.a letter sent by post,fax or email) to our address as setoutoverleaf.
24.3 To meetthe cancellation deadline,itis sufficientfor you to send your communication confirming your exercise ofthe rightto cancel before the cancellation period has expired. 24.4 Ifyou cancelthis Agreement,we willreimburse to you allpayments received fromyou under this Agreement,withoutundue delay,and notlater than:-
24.4.1 14 days after the day on which we receive the Goods back;or
24.4.2 (ifearlier) 14 days after the day you provide evidence thatyou have returned the Goods;or
24.4.3 Ifthere were no Goods supplied,14 days after the day on which we are informed aboutyour decision to cancel this Agreement.
24.5 We will make the reimbursementusing the same means ofpaymentas you have used for the initial transaction,unless you have expressly agreed otherwise,butin any eventyou will notincur any fees as a resultofthe reimbursement.
24.6 We may withhold reimbursementuntilwe have received the Goods back or you have sentevidence ofhaving sentback the Goods to us,whichever is the earliest. You should send back the Goods or deliver themback to us atthe address shown overleaf,withoutundue delay and in any eventnotlater than 14 days after the day on which you communicate your cancellation ofthis Agreementto us.
24.7 This deadline is metifyou send back the Goods before the period of14 days has expired. We will require thatyou bear the costofreturning the Goods to us.
24.8 You musttake reasonable care ofthe Goods whilstthey are in your possession.You willbe responsible for any loss or damage fromwhen they are delivered to you untilwhen they are returned to us.
24.9 You are liable for any diminished value ofthe Goods resulting fromthe handling other than whatis necessary to establish the nature,characteristics and functioning ofthe Goods.
25.1 The Dealer reserves the rightto make a reasonable daily charge for the storage ofthe customer's vehicle or vehicles.
26.1 In the eventofa complaintor dispute ofany kind our complaints handling procedure which is available fromus on request.
26.2 Where your complaintcannotbe resolved,once you have exhausted our internal process you may refer the dispute to the following ADR processes,
26.2.1 Where your complaintdoes notrelate to a financialservice,you may refer your complaintfor informaldispute resolution to our Alternative Dispute Resolution provider,NCC IDRS(InformalDispute Resolution Service).While we only use NCC IDRS,a fulllistofApproved ADR Bodies can be found on the Trading Standards website,www.tradingstandards.uk/advice/ADRApprovedBodies.
26.2.2 Where your complaintrelates to Financialservices,the FinancialOmbudsman Service.This service is free to use.Their consumer helpline is available on 0800 023 4 567 or 0300 123 9 123 or you can visittheir website atwww.financial-ombudsman.org.uk,emailthematcomplaint.info@financial- ombudsman.org.uk or write to the Financial Ombudsman Service,Exchange Tower,London E14 9SR.
26.3 Where any dispute cannotbe resolved through ADR,this Purchase Order and Contractshall be governed by and construed in accordance with the laws ofEngland and Wales and shall be subjectto the exclusive jurisdiction ofthe English Courts.