TERMS AND CONDITIONS
Terms and conditions
1. Contract Terms
1.1. Unless other terms and conditions are expressly accepted by the seller by means of a specific written amendment hereto signed by one of the seller’s Directors or Sales Managers the contract will be on the terms and conditions set out below and as detailed on the ‘Order Confirmation’ to the exclusion of any other terms and conditions (except those implied in favour of a seller which are not inconsistent with the Contract Terms) whether or not the same are endorsed upon, delivered with or referred to in such order, specification or like document will have effect to the exclusion or amendment of the Contract Terms.
2.1. Any quotation is given on the basis that no contract will come into existence until the Seller despatches an acknowledgement of order to the Buyer or the Buyer signs one of the Seller’s official order forms.
2.2. Any quotation is valid for a period of 30 days only from its date provided that the Seller has not previously withdrawn it.
3.1. The Seller will endeavour to deliver the vehicle or vehicles and any additional parts or accessories thereto to be supplied under the contract (“the vehicle” which expression includes any of them or any part of them) within the time agreed and if no time is agreed within a reasonable time, but in no circumstances will the Seller be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the vehicle , nor unless such delay exceeds 180 days will any delay entitle the Buyer to terminate or rescind the contract.
3.2. Where the Contract is for more than one Vehicle the Seller may make delivery by instalments. Delivery will be made by the Seller’s delivery facility and the contract price is calculated on that basis. No claim for damage or shortages will be considered unless the Seller is advised in writing within 7 days of delivery.
3.3. In the event of failure by the Buyer to give the appropriate notice as specified in Clause 3.2, the Buyer’s claim will be deemed to have been waived and will be absolutely barred.
4. Guarantee and Exclusion Clauses
4.1. The seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer of the Vehicle.
4.2. The seller and Buyer will comply with the terms of any express guarantee or warranty given by the manufacturer of the vehicle. Any such guarantee shall not affect the statutory rights of a consumer.
4.3. Save as provided in Clauses 4.1 and 4.2 the Seller will be under no liability under the Contract for any personal injury, death, loss, or damage of any kind whatsoever (other than death or personal injury resulting from the Sellers negligence) whether consequential or otherwise including but not limited to loss of profits and the Seller hereby excludes all conditions, warranties and stipulations, express or implied, statutory, customary or otherwise which but for such exclusion would or might subsist in favour of the buyer except that such exclusion will not apply to:-
4.3.1. Any implied condition that the Seller has or will have the right to sell the vehicle when the property is to pass, or
4.3.2. When the Buyer deals as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), any implied term relating to the conformity of the vehicle with its description or sample or to its quality or fitness for a particular purpose.
4.4. In no circumstances will the Seller or its employees, agents or sub-contractors be liable for any loss or damage of any kind whatsoever (other than death or personal injury resulting from the Seller’s negligence) whether consequential or otherwise caused directly or indirectly by any negligence on the part of the Seller or on the part of any of its employees, agents, sub-contractors in connection with or arising out of the vehicle or in connection with any statement given or made (or advice not given or made) by or on behalf of the Seller.
5.1. Notwithstanding any other Contract Term, risk in the vehicle shall pass to the Buyer when the vehicle is delivered to the Buyer or his agent.
6. Property in the Vehicle
6.1. The property (both legal and equitable) in the Vehicle shall not pass to the Buyer until:-
6.1.1. The purchase price of the vehicle has been paid in full, and;
6.1.2. Payment by the buyer to the Seller of any sum which is now or may hereafter become due and owing from the Buyer to the Seller.
6.1.3. Until property in the Vehicle has passed to the buyer or until delivery of the Vehicle to a third party pursuant to Clause 6.3, the Buyer shall hold the Vehicle in his possession in a fiduciary capacity, shall keep the vehicle separate from his other assets and shall not obliterate any mark placed on the Vehicle by the Seller identifying the Vehicle being supplied by the Seller.
6.2. The buyer shall be at liberty to deliver the vehicle to a third party pursuant to an agreement to re-sell the Vehicle prior to the property in the Vehicle passing to the buyer in accordance with Clause 6.1 but such liberty shall cease upon the happening of any of the events referred to in Clause 18.1.
6.3. The Seller shall be entitled at any time after payment for the vehicle has become due to re-take possession of the Vehicle and to remove it to the Seller’s premises and the Buyer shall be deemed irrevocably to have granted authority to the Seller to enter upon the Buyer’s premises by the servants to agents, to re-take possession of the Vehicle and to remove the vehicle from the Buyer’s premises. If prior to the expiry of 7 days from the date when the Seller has re-taken possession of the Vehicle the Buyer pays all sums then due and owing from the Buyer to the Seller (including payment in full of the vehicle re-possessed) together with the costs of re-taking possession of the Vehicle the Seller will re-deliver the Vehicle to the Buyer at the Buyer’s expense. If with the said 7 day period the Buyer fails to pay all sums due from the Buyer to the Seller, the Seller shall be entitled to re-sell the Vehicle and the Buyer shall thereupon pay to the Seller the difference, if any, between (a) the contract price of the Vehicle less any part-payment for the Vehicle made by the Buyer and (b) the price obtained by the Seller upon re-sale less the costs and expenses of re-taking possession and re-selling the Vehicle.
6.4. In the event of the Buyer re-selling the Vehicle before property in the Vehicle passes to the Buyer in accordance with clause 6.1 the Buyer shall account to the Seller for all the proceeds of any re-sale and, prior to paying such proceeds to the Seller, the Buyer shall hold the same in fiduciary capacity keeping the same separate from its other money. On receiving such proceeds pursuant to the Buyer’s obligation to account therefore the Seller immediately return to the Buyer any sum received in excess of the total of all sums due and owing from the Buyer to the Seller at the date of receipt by the Seller of such proceeds of sale (including the purchase price of the Vehicle).
6.5. The Seller’s right herein contained shall continue beyond the discharge of the parties’ primary obligations under this contract consequent upon the termination of this contract for breach by either the Seller or the Buyer and the Seller’s rights herein contained shall be in addition to the Seller’s right to maintain an action against the Buyer for the price of the Vehicle and any other right available to the Seller by law or in equity.
6.6. There will be occasions where the Seller would have pre-purchased and pre-registered vehicles to attract higher discounts and therefore even when the property (full title) has been legally passed to the Buyer the Buyer will be the secondary keeper listed on the registration certificate.
6.7. In the cases where the Buyer has financed the vehicle with a Finance Lease or Contract Hire product then the title will not pass to the Buyer at any time during the finance contract period. Additionally, in most cases of Finance Lease and Contract Hire the vehicle will remain registered to the Finance Provider or the Seller. Reference should also be made to the finance contract terms & conditions in these cases.
7.1. The contract price of the new Vehicles is based on the recommended retail price for the Vehicle, delivery charges and accessories at the date of quotation. The Seller reserves the right to amend the contract price of the new Vehicles, delivery charge and accessories to take account of any increase in the supplier’s recommended retail price and delivery charges and to take into account the imposition of any new taxes or duties occurring from whatever cause before the delivery of the Vehicle.
7.2. In the event of the Buyer financing the vehicle through an agreement with a funding company, whether or not the funding company has been introduced by the Seller, the Buyer retains responsibility for ensuring the financial documentation provided is correct and that upon signing the finance agreement the Buyer is agreeing to all of the terms & conditions set out by the funding company including but not limited to any fees charged at any point during the agreement, excess mileage charges (where applicable) and the end of contract terms.
7.3. All prices are exclusive of VAT unless expressly stated otherwise.
8.1. Payment for each Vehicle is due and shall be made in full prior to delivery of that Vehicle.
8.2. Interest at an annual rate of 5% above Barclays Bank Plc Base Rate from time to time will accrue daily and be calculated on a daily basis on overdue amounts from the date of invoice until payment.
8.3. Notwithstanding and Contract Term allowing the Buyer credit payment shall become due and payable to the Seller immediately upon the happening of any of the events referred to in Clause 18.1.
8.4. Where the buyer makes default under the contract or any other contract with the Seller in payment on the due date of any sum due to the Seller without liability may postpone any delivery or may cancel the contract or any other contract between the Seller and the buyer but without prejudice to any right or remedy which the seller may have against the Buyer in respect of such default.
8.5. The seller shall at any time be entitled to appropriate any payment made by the Buyer in respect of any goods in settlement of such invoices or accounts in respect of such goods as the Seller may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
9.1. If the buyer cancels, extends or delays or purports to cancel, extend or delay the contract or part thereof, or fails to take delivery of any vehicle at the time agreed (if any) or if no time is agreed within a reasonable time, then the Buyer will be liable (without prejudice to any other rights of the Seller to claim damages) to indemnify the Seller against any resulting loss, damage or expenses incurred by the Seller in connection with the supply or non-supply of the Vehicle including the cost of any material, plant or tools used or intended to be used thereof and the cost of labour and other overheads including a percentage in respect of profit.
9.2. If the seller is unable (whether temporarily or permanently) to supply the Vehicle or to procure any services or goods necessary to enable it to supply the Vehicle or if the supply of the Vehicle is prevented or hindered by reason of any cause beyond the Seller’s control which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include Act of God, War, Act of Parliament or orders, regulations or bye-laws made under any statutory authority, labour disputes including those involving the workforce of the Seller, civil commotion, fire or flood the Seller may cancel the contract by notice in writing to the Buyer so far as it relates to any Vehicle not then supplied or work not then done and such cancellation shall not give rise to any claims by the Buyer provided that the Buyer shall remain liable to pay for any Vehicle delivered prior to the date of such cancellation.
9.3. In the event of cancellation of this contract for any reason any agreement by the Seller to take an Exchange Vehicle shall also be cancelled unless the Exchange Vehicle has been sold by the Seller when the price obtained by such sale shall be paid to the Buyer (less the selling and repair expenses of the Seller).
10.1. In the event of the Seller cancelling the order under the provisions of Clause 18 hereof or in the event of the buyer cancelling the order or failing to take delivery, any deposit paid hereunder shall be forfeit to the Seller such forfeiture being without prejudice to any other remedy open to the Seller.
11.1. In case of new Vehicles if the Seller is unable to supply the Vehicle by reason of the manufacturer ceasing to accept orders for Vehicles of that model then the Seller may at its option cancel this contract without penalty, or supply a substitute Vehicle at such price as the Seller currently quotes for such substitute Vehicle.
12.1. The provisions of this clause shall apply where the Buyer has indicated to the Seller that it wishes to purchase or hire the Vehicle by means of a hire purchase, lease, contract hire or conditional sale agreement whether in whole or in part:-
12.1.1. In the event of the Seller suffering any loss (including loss of profit) as a result of the Buyer not entering into an agreement to hire purchase, lease or otherwise fund the purchase of the Vehicle with the assistance of a third party, the Buyer will indemnify the Seller fully in respect of such loss and the Seller may deduct a sum equivalent to such loss from any deposit paid to the Seller by the Buyer.
12.1.2. Notwithstanding that the Seller by entering into this contract has agreed to sell the Vehicle to the Buyer the Seller consents to the Vehicle being sold on the terms hereof to a third party nominated by the Buyer for the purpose only of facilitating the funding of the purchase of the Vehicle by the Buyer. In consideration for such consent the Buyer shall indemnify the Seller against all or any costs, claims, loss or damage whether consequential or otherwise payable by the Seller to any third party including any finance or hire purchase company resulting from or in consequence of the sale of the vehicle to such party.
12.2. Vansdirect Ltd are authorised and regulated by the Financial Conduct Authority, register number 690205. Vansdirect Ltd are a credit broker rather than a lender and offer credit from a selected panel of lenders.
12.3. Also refer to clause 7.2.
13.1. If the buyer fails to take delivery of the Vehicle within 7 days of being notified it is ready for delivery the Seller may, at its option, either store it or have it stored by third parties on such terms as the Seller may decide in its absolute discretion. In any event the cost of storage shall be borne by the Buyer.
14. Brochures etc.
14.1. No drawings, descriptive matter, weights, dimensions or shipping specifications issued by the Seller or the manufacturer of the Vehicle, nor the descriptions and illustrations contained in the Seller’s or Manufacturer’s catalogues, price lists and other advertising matter shall be deemed to form part of the contract nor be regarded as a warranty or representation relating to the Vehicle.
14.2. Vehicle options fitted to vehicles supplied can sometimes differ to the manufacturer’s description in their brochure or promotional material.
15. Right of Re-Sale
15.1. If the buyer defaults in accepting delivery of or paying for the Vehicle, the Seller reserves the right to re-sell the Vehicle to a third party without giving notice to the Buyer of the Seller’s intention to re-sell.
16.1. The contract will terminate immediately upon the happening of any one or more of the following events:-
16.1.1. that the Buyer has had a bankruptcy order made against him or has made an arrangement or composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or has suffered or allowed any execution whether legal or equitable to be levied on his property or obtained against him or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver manager administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any court for the winding-up of the Buyer or any proceedings have been commenced relating to the insolvency or possible insolvency of the Buyer.
16.1.2. The Seller serving written notice upon the Buyer that the Buyer has failed to observe or perform any of its obligations or duties under the contract or any other contract between the Seller and the Buyer.
16.2. The Seller’s right contained in the clause headed ‘Property in the Goods’ (but not the Buyer’s rights) shall continue beyond the discharge of the parties’ primary obligations under the contract consequent upon its termination by the Seller for breach by the Buyer.
16.3. The termination of the contract in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either party accrued prior to termination.
17.1. An employee of the Seller who shall at the request or with the consent express or implied of the Buyer drive any Vehicle shall be deemed for a purposes to be servant of the Buyer who shall be entitled to all rights and shall discharge and keep the Seller indemnified against all liabilities and claims incident to or arising out of such relationship.
18.1. The Seller will be entitled to assign sub-contract or sub-let the contract or any part thereof.
18.2. Failure by the Seller to enforce any of the Contract Terms will not be construed as a waiver of any of its rights hereunder.
18.3. The legal construction of these clauses shall not be affected by their headings which are for the convenience of reference only.
18.4. Any notice served hereunder may be served personally or left at the last known address of the Buyer or may be sent by pre paid post to such an address in which case the same shall be deemed to have been received within two days following that on which it was posted.
18.5. In relation to all obligations of the Buyer under the contract time of performance is of the essence.
19. English Law
19.1 . The formation, interpretation and operation of the contract will be subject to English law and the Buyer submits himself to the non-exclusive jurisdiction of the English Courts.