TERMS AND CONDITIONS OF SALE FOR MOTOR VEHICLES
1. Definitions
1.1. "The Dealer", E. John Spratley Limited, the person who is the vendor of the goods to the customer.
1.2. "The Customer", the person contracting for goods and services to be supplied by the Dealer.
1.3. "Consumer", a Customer, being an individual who, for the purposes of the purchase, is acting wholly or mainly outside of their trade, business, craft or profession
1.4. "Goods" means all vehicles as defined, or other things to be sold by the Dealer to the Customer.
1.5. "Vehicle" includes any car, lorry, van, trailer, caravan, invalid carriage, motor cycle and generally each and every accessory to and component thereof.
2. Whole Contact
These terms shall represent the whole contract between the Dealer and the Customer. They may be varied only by written agreement between the parties.
3. Interpretation
The singular shall include the plural and the male shall include the female or business entity as may be appropriate.
4. Enforceability
In the event of any one or more of these terms and conditions being declared unenforceable, the remaining terms and conditions shall nonetheless remain in full force and effect.
5. Written Confirmation
This order and any allowance in respect of a Vehicle offered by the Customer are Subject to acceptance and confirmation in writing by the Dealer.
6. Delivery/Time Not of the Essence
6.1. Unless specifically agreed in writing, time for delivery is not essential.
6.2. Where the date for delivery of the goods is not known at time of sale, any date provided is an estimate only and is dependent on the provision of the Goods to the Dealer by the Supplier/ Manufacturer. The Dealer will use its best endeavours to secure delivery of the Goods by the estimated delivery date (if any) but does not guarantee the time of delivery. The Dealer shall not be obliged to fulfil orders in the sequence in which they are placed.
6.3. If the Dealer shall fail to deliver the Goods within 21 days of the estimated date of delivery stated in this contract, the Customer may by notice in writing to the Dealer require delivery of the Goods within 14 days of receipt of such notice. If the Goods shall not be delivered to the Customer within the said 14 days the contract shall be cancelled.
7. New Goods
If the Goods to be supplied by the Dealer are new, the following provisions shall have effect:
7.1. This Agreement and the delivery of the Goods shall be subject to any terms and conditions which the manufacturer or concessionaire may from time to time lawfully attach to the supply of the Goods or the resale of such Goods by the Dealer, and the Dealer shall not be liable for any failure to deliver the Goods occasioned by his inability to obtain them from the manufacturer or concessionaire or by his compliance with such terms and conditions. A copy of the terms and conditions currently so attached by the manufacturer or concessionaire may be inspected at the Dealer's office.
7.2. The Dealer undertakes that they will ensure that the pre-delivery work specified by the manufacturer or concessionaire is performed and that they will use their best endeavours to obtain for the Customer from the manufacturer or concessionaire the benefit of any warranty or guarantee given by them to the Dealer or to the Customer in respect of the 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 contract for Car Tax is provided as guidance only. Notwithstanding the sum for Car Tax specified in the order, the sum payable by the Customer in respect thereof shall be such sum as the Dealer has legally had to pay or becomes legally bound to pay for Car Tax in respect of the Goods.
7.4. Any figure provided within the contract for Value Added Tax is provided as guidance only. Notwithstanding also the sum for Value Added Tax specified in the order, the sum payable by the Customer in respect thereof shall be the sum for which the Dealer becomes legally liable at the time the taxable supply occurs.
7.5. If after the date of this order and before delivery of the Goods to the Customer, the manufacturer's or concessionaire's recommended price for any of the Goods, or specification of the same shall be altered, the Dealer shall give notice of any such alteration to the Customer, and
7.5.1. in the event of the manufacturer's or concessionaire's recommended price for the Goods being increased, the amount of such increase which the Dealer intends to pass to the Customer shall be notified to the Customer. The Customer shall have the right to cancel the contract within 14 days of the receipt of such notice. If the customer does not give such notice as aforesaid, the increase in the price shall be added to become part of the contract price.
7.5.2. in the event of the recommended price being reduced, the amount of such reduction, if any, which the Dealer intends to allow to the Customer shall be notified to the Customer. If the amount allowed is not the same as the reduction of the recommended price the Customer shall have the right to cancel the contract within 14 days of the receipt of such notice.
7.6. In the event of the manufacturer of the Goods described in the order ceasing to make the Goods of that type, the Dealer may (whether the estimated delivery date has arrived or not) by notice in writing to the Customer, cancel the contract on the grounds of frustration.
7.7. Save in the case of consumer sales (as defined) all statements, conditions or warranties as to the quality of the Goods or their fitness for any purpose whether express or implied by law or otherwise are hereby expressly excluded.
8. Used Goods
8.1. If the goods to be supplied by the Dealer are used, the vehicle is supplied as roadworthy at the date of delivery and, in the case of consumer sales (as defined by the Sale of Goods Legislation):
8.1.1. is sold subject to any conditions or warranties that are implied by the Sale of Goods Legislation or any amending statutes.
8.1.2. Prior to signing this order form, the Customer shall examine the Vehicle and items set out in the Customer's Certificate of Examination and the Customer is reminded that the conditions of satisfactory quality and fitness for purpose implied by the Sale of Goods Legislation do not operate in relation to such defects which the examination ought to reveal. Should the Goods be sold also subject to defects notified by the Dealer to the Customer before signing the agreement, the implied conditions of satisfactory quality and fitness for purpose do not operate in relation to those defects.
8.2. Save in the case of Customer sales (as defined) all statements, conditions, or warranties as to the quality of the Goods or their fitness for any purpose whether express or implied by law or otherwise, are hereby expressly excluded.
9. Variation
Any variation agreed between the Dealer and the Customer regarding the Goods to be supplied shall be deemed to be an amendment to this Contract and shall not constitute a new contract.
10. Delivery and Payment
The Customer shall be liable to pay for the Goods immediately upon notification by the Dealer that they are available for delivery. The Dealer may, in its discretion, demand a deposit at the time when the order for Goods is placed by the Customer and shall not be obliged to progress the order or otherwise implement the contract until the deposit is paid in full.
11. Place of Delivery
11.1. Unless otherwise agreed in writing delivery of the Goods shall take place at the Dealer's premises.
11.2. In the event of cancellation, for any reason, the Customer agrees to return the Goods to the Dealer's premises.
12. Repudiation by Customer
12.1. If the Customer does not pay for and take delivery of its vehicle within 14 days of notification that the vehicle is available for delivery, the Dealer shall be at liberty to treat the contract as cancelled. If this happens, or if the Customer cancels the contract for any other reason not permitted by this contract, the Dealer will sell the vehicle to another person. The Dealer will refund the Customer's deposit but before the Dealer does so, the Dealer is entitled to recover from the deposit the additional costs the Dealer incurs in re selling the vehicle plus any reduction in the sales price achieved. The Dealer will keep the deposit whilst the Dealer displays and advertises the vehicle as being for sale. If it is not sold within a reasonable time the Dealer will sell it at auction.
12.2. Once the Dealer has sold the vehicle, the Dealer will notify the Customer within 7 days as to how much the Dealer has lost as a result of having to re sell. If this amount is less than the Customer's deposit, then the Dealer will refund the balance of the deposit with the notification. If the claimable amount is more than the deposit, then the Dealer will include a statement showing how much the Customer owes the Dealer to make good the loss. The Dealer will provide copies of any receipts if the Customer requests them.
12.3. The Dealer reserves the right to make a reasonable daily charge for the storage of the vehicle or vehicles.
13. Loss or Damage
The Dealer shall be responsible for the loss of or damage to any vehicle or its contents only if caused by negligence of the Dealer or its employees. The Customer is strongly advised to remove any items of value not related to the Vehicle.
14. Return of Deposit
If the contract is cancelled under the provisions of clauses 6 or 7 above the deposit shall be returned to the Customer and the Dealer shall be under no further liability.
15. Retention of Title and Risk
15.1. Risk of damage to or loss of the Goods are at the risk of the Customer as soon as they are delivered into the physical possession of the Customer or their nominated representative.
15.2. Goods shall remain the sole and absolute property of the 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 interest that may be due to the Dealer under this contract. Until payment in full as aforesaid has been made the Customer acknowledges that they are in possession of the goods solely as agent of the Dealer.
15.3. Until the Customer becomes owner of the Goods, they will store them separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Dealer.
15.4. The Customer's right to possession shall cease if they, not being a company, become bankrupt or if they, being a company, do anything, or fail to do anything which would entitle a Receiver to take possession of any assets or which would entitle any person to present a petition for winding-up.
15.5. Should the Customer's right of possession cease they will notify the Dealer and immediately make the goods available for collection. The Dealer may, for the purposes of recovery of the Goods, enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess them.
15.6. The Customer shall be at liberty to agree to sell on the Goods or any product produced from or with the Goods subject to the express condition that such an agreement to sell shall take place as agents (save that the Customer shall not hold himself out as such) for the Dealer, whether the Customer sells on his own account or not and that the entire proceeds thereof are held in trust for the Dealer and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Dealer's monies.
16. Right of Lien
The Dealer shall have a general lien on any property of the Customer in its possession for all monies owing to the Dealer by the Customer on any account whatsoever.
17. Part Exchange
17.1 Where the Dealer agrees to allow part of the price of the Goods to be discharged by the Customer delivering a used Vehicle in part exchange to the Dealer, in consideration of such allowance, it is hereby agreed that the following further conditions will apply.
17.1.1 that the Dealer accepts the used vehicle in reliance of the warranties granted by the Customer overleaf, including but not limited to the age, mileage and condition of the vehicle.
AND
17.1.2 that such used Vehicle is the absolute property of the Customer and is free from all encumbrances.
OR
17.1.3 that such used vehicle is the subject of a hire purchase or agreement or other encumbrance capable of cash settlement by the Dealer, in which case the allowance shall be reduced by the amount required to be paid by the Dealer in settlement thereof.
17.2. If the Dealer has examined the said used vehicle prior to his confirmation and acceptance of this order, the used vehicle shall be delivered to them in the same condition at the date of such examination (fair wear and tear excepted).
17.3. That such used Vehicle shall be delivered to the Dealer on or before delivery of the Goods to be supplied by them hereunder, and the property in the said used Vehicle shall thereupon pass to the Dealer absolutely.
17.4. That without prejudice to 17.3. above, such used vehicle shall be delivered to the Dealer within 14 days of notification to the Customer that the Goods to be supplied by the Dealer are available for delivery.
17.5. If the goods to be delivered by the Dealer, through no default on the part of the Dealer, shall not be delivered to the Customer within 30 days after the date of this order or the estimated delivery date; where that is later, the allowance on the said used vehicle shall be subject to a reduction by an amount not exceeding 2.5% for each completed period of 30 days from the date of the expiry of the first mentioned 30 days, to the date of delivery to the Customer of the Goods.
17.6. In the event of the non-fulfilment of any of the foregoing conditions, other than 17.5. above, the Dealer shall be discharged from any obligations to accept the said used Vehicle or to make any allowance in respect thereof, and the Customer shall discharge in cash the full price of the Goods to be supplied by the Dealer.
18. Authority to Contract
Goods supplied by the order of any person in the Customer's employment or by any person reasonably believed by the Dealer to be the Customer's agent or by any person to whom the Dealer is entitled to make delivery of the vehicle shall be paid for by the Customer.
19. Authority to Uplift
Where a person who, so far as the Dealer is aware, has authority to uplift Goods or Vehicles and does so, the Dealer shall have no liability to the Customer for any loss or damage resulting on any grounds whatsoever. It shall not be obligatory upon the Dealer to confirm the authority of any person reasonably believed to be the agent, or to have been at some time, connected with the Customer.
20. Authority to Drive
In connection with the supply of a Vehicle or an inspection or testing or the preparation of any estimate in connection therewith, the Dealer shall be entitled to drive the vehicle on the road or elsewhere as it shall deem necessary. These provisions shall apply also to any Vehicle offered by the Customer in part-exchange in terms of clause 17.
Data Protection
21.1. The Dealer will hold the information shown on the invoice as Data Controllers. This information may be passed to other carefully selected third party organizations. The Dealer, or they, may contact the Customer by email, telephone or letter to inform the Customer of products or services which may be of interest to the Customer, or the Customer may be asked to participate in a Customer survey by either the Dealer, the vehicle manufacturer or third party. If the Customer does not want their information to be used in this way the Customer should notify the Dealer by writing to the Dealer Principal at the Dealer's address.
21.2. All the agreements between the Dealer and the Customer are personal to the Customer. The Customer may not assign his rights or liabilities to any third party by any means.
22. Notices
22.1. All written notices given by the Dealer to the Customer shall take effect 24 hours after being despatched by the Dealer in the normal course of post to the Customer's address shown on the order or invoice.
23. Export Outside EU
23.1. The Dealer reserves the right to cancel this order if it believes that;
23.1.1. the Customer intends to resell the Goods outside the European Union (Contract Territory) for commercial gain within a period of 12 months; or
23.1.2. where the Customer is a corporation its place of business is not within the European Union;
OR
23.1.3. where the Customer is a finance company and either, the Goods are not being purchased on behalf of an end user or they are and such end user is not resident nor has its place of business within the European Union.
23.2. The Customer shall indemnify the Dealer and keep the Dealer indemnified from all and any liability and direct losses (to include but not limited to any service commission paid to the manufacturer and any debit back of profit margin from the manufacturer), damages, costs or expenses which the Dealer sustains or incurs as a result of the Customer exporting or selling (whether directly or indirectly through any third party) the Goods outside the European Union.
24. Distance Selling
24.1. If, and only if, the Customer has acted as a Consumer, where this Agreement has been completed away from the Dealer's business premises and/or without any face to face contact between the Dealer and the Customer; or anyone acting on the Customer's or the Dealer's respective behalf, the Customer may give notice to cancel this Agreement within 14 days without giving any reason.
24.2. This cancellation period will expire 14 days after the day on which the Customer, or a third party on the Customer's behalf, takes delivery or otherwise acquires physical possession of the Goods. To exercise this right to cancel, the Customer must inform the Dealer of their decision to cancel this Agreement in writing by clear statement (e.g. a letter sent by post, fax or email) to the Dealer's address. The Customer may use the attached model cancellation form if they wish.
24.3 To meet the cancellation deadline, it is sufficient for the Customer to send their communication confirming their exercise of the right to cancel before the cancellation period has expired.
24.4. If the Customer cancels this Agreement, the Dealer will reimburse to the Customer all payments received from the Customer under this Agreement, without undue delay, and not later than:-
24.4.1. 14 days after the day on which the Dealer receives the Goods back;
OR
24.4.2. (if earlier) 14 days after the day the Customer provides evidence that the Customer has returned the Goods; or
24.4.3. if there were no Goods supplied, 14 days after the day on which the Dealer is informed about the Customer's decision to cancel this Agreement.
24.5. The Dealer will make the reimbursement using the same means of payment as the Customer had used for the initial transaction, unless the Customer has expressly agreed otherwise, but in any event the Customer will not incur any fees as a result of the reimbursement.
24.6. The Dealer may withhold reimbursement until the Dealer has received the Goods back or the Customer has sent evidence of having sent back the Goods to the Dealer, whichever is the earliest. The Customer should send back the Goods or deliver them back to the Dealer's address, without undue delay and in any event not later than 14 days after the day on which the Customer communicates cancellation of this Agreement to the Dealer.
24.7. This deadline is met if the Customer sends back the Goods before the period of 14 days has expired. The Dealer will require that the Customer bears the cost of returning the Goods to the Dealer.
24.8. The Customer must take reasonable care of the Goods whilst they are in their possession. The Customer will be responsible for any loss or damage from when they are delivered to the Customer until when they are returned to the Dealer.
24.9. The Customer is liable for any diminished value of the Goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Goods.
25. Storage Charges
The Dealer reserves the right to make a reasonable daily charge for the storage of the customer's vehicle or vehicles.
26. Dispute Resolution
26.1. In the event of a complaint or dispute of any kind the Customer should follow the following complaints handling procedure:
All formal/written complaints relating to the Company, its staff or services must be brought to the attention of a Director of the Company.
An investigation of the complaint will be carried out by a Director on behalf the Company.
A Director, on behalf of the Company, will provide a written response to the complainant with his/her findings within 3 working days. Should further time be required for the investigation, the complainant will be contacted before the end of the third working day with a progress update explaining the reasons for the time extension. The investigation must be completed by the end of the fifth working day since the last contact with the complainant.
Once the investigation has been completed, a letter/e-mail will be sent to the complainant explaining the Company's position. The letter/e-mail will explain the details of the investigation including factual details of the findings. The letter/email will summarise the Company's position regarding the outcome of the investigation.
If the Company has not received feedback from the complainant following the outcome of the letter/email within one calendar month, the Company will assume that the matter has been fully resolved.
All complaints' records will be stored electronically and/or on hard copy in a secure folder.
26.2. Where the Customer's complaint cannot be resolved, once the Customer has exhausted the Dealer's internal process the Customer may refer the dispute to ADR at the National Conciliation Service who can be contacted as follows:-,
National Conciliation Service
2nd Floor, Chestnut Field House
Chestnut Field
Rugby
Warks
CV21 2PA
Telephone 01788 538317
26.3. Where any dispute cannot be resolved through ADR, a Purchase Order and Contract shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.
Model Cancellation Notice
John Spratley Ltd
60/62 Victoria Road
Mortimer
Reading
RG7 3SG
Fax 0118 933 3712
Email enquiry@spratleys.co.uk
Dear Sirs
Re: [INSERT PRODUCT DESCRIPTION]
Ordered on: [INSERT DATE HERE]
Received on: [INSERT DATE HERE]
[I/We]* hereby give notice that [I/We]* cancel [my/our]* contract of sale of the [goods /service]* above
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s)
Date
[*] Delete as appropriate,
