Distributors of Marine & Industrial Equipment
These terms and conditions together with the documents referred to in them (“Terms”) tell you the basis on which we will supply our goods (“Goods”) and services (“Services”) to you. Please read these Terms carefully before ordering any Goods or Services from us. By ordering any of the Goods or Services, you agree to be bound by these Terms.
These Terms only apply if you are a business, trade, profession or acting in the capacity of a director, sole trader, or partner (“Business Customer”).
In particular, we draw your attention to clause 16 below where we limit our liability to you.
1.1 - The Goods and Services (and/or Promotions and Incentives as per clause 9 of these Terms) are provided by Euro Car Parts Limited, trading as Arleigh, Nova Leisure, Aquafax, ASAP Supplies and Midland Chandlers (“we/us/our”)
1.2 - We are registered in England and Wales and have our registered office and main trading address at T2, Birch Coppice Business Park, Danny Morson Way, Dordon, Tamworth, England, B78 1SE.
1.3 - Our company number is 2680212 and our VAT registration is 766 4369 89.
1.4 - Our group of companies includes our subsidiaries and holding company and those owned by our holding company in accordance with the Companies Act 2006 (“Group of Companies”)
2.1 - You acknowledge that:
2.1.1 - these Terms apply when you purchase or order Goods and Services instore, through our website including (but not limited to) our other online websites such as [arleigh.co.uk, nova-leisure.com, aquafax.co.uk, asap-supplies.com and midlandchandlers.co.uk ] ("Website(s)") and any other means of placing an order with us ("Order") only as a Business Customer for resale and/or you hold a trade account or trade cash account with us; and
2.1.2 - we do not sell direct to retail consumers under these Terms.
2.2 - By placing an order with us or purchasing Goods or Services from our stores, you warrant that:
2.2.1 - you are a Business Customer;
2.2.2 - you are authorised to enter into a bind contract on behalf of your business and/or as an individual;
2.2.3 - you are at least 18 years old and legally capable of entering into binding contracts;
2.2.4 - the information you provide to us during the process of placing an order for Goods and/or Services is accurate, complete and not misleading or fraudulent; and
2.2.5 - you are fully aware of our Terms.
2.3 - When buying any Goods and/or Services you agree to be legally bound by:
2.3.1 - these Terms and any documents referred to in them;
2.3.2 - additional terms which may add to, or replace some of, these Terms. This may happen for changes in legal or regulatory reasons and we will contact you to let you know if we intend to do this by giving you notice of this in writing; and
2.3.3 - specific terms which apply to certain goods. If you want to see these specific terms, please visit the relevant webpage for the goods at any time during the online checkout process or ask a member of our staff in store.
All of the above documents form part of this contract as though set out in full here.
3.1 - These Terms are incorporated into the supply of Goods and/or Services (“Contract”) to the exclusion of all other terms and conditions. - They supersede all prior dealings, negotiations, representations or agreements between us in respect of the subject-matter of the Contract whether written or oral.
3.2 - No variation or amendment of this Contract will be valid unless in writing and signed by you and our authorised representative.
4.1 - If you are purchasing Goods and/or Services via our Website, the Contract will come into existence and be legally binding when your order is accepted by us by way of the earliest of:
4.1.1 - our despatch of the Goods;
4.1.2 - our written acknowledgement of your order (by email only);
4.1.3 - we start performing the Services.
4.2 - If you purchase Goods and/or Services by any means other than via our Website, the Contract will come into existence and be legally binding when your order (however it is placed) is accepted by us by way of the earliest of either:
4.2.1 - our written acknowledgement of your order (by email only);
4.2.2 - delivery or collection of the Goods (as applicable); or
4.2.3 - we start performing the Services.
4.3 - Each order for Goods and/or Services placed by you to us will be deemed to be an offer by you to purchase Goods and/or Services subject to these Terms. - Each order placed by you to us for Goods and/or Services and accepted by us will constitute a separate Contract.
4.4 - We may contact you to inform you that we are unable to accept your order for any of the following non-exhaustive reasons:
4.4.1 - the Goods and/or Services are no longer available;
4.4.2 - we are unable to authorise your payment;
4.4.3 - there has been a mistake regarding the pricing or description of the Goods and/or Service (including the expiry of any promotion);
4.4.4 - it is illegal for us to sell and/or for you to purchase the Goods and/or Services ordered; we have the right to carry out age identification checks where appropriate;
4.4.5 - our right to limit the number of any given Good and/or Service which can be purchased by an individual customer;
4.4.6 - by reason of clause 7.2.1.
4.5 - We do not offer advice to customers in respect of the suitability of any Goods or Services.
4.6 - You may amend your order at any time prior to our acceptance by contacting us using the details found on the Contact Us page on our Website, and we will use our reasonable endeavours to comply with your request. However, there may be certain circumstance in which we will be unable to amend your order.
4.7 - You agree that it is your responsibility to ensure that you have ordered the correct Goods and/or Services from us and that the Goods and/or Services are suitable and fit for the purpose(s) they are intended to be used for by you.
4.8 - We may, on occasion, sell Goods which are discounted, remnants or substandard. Such Goods will be identified accordingly and it shall be your responsibility to ensure that you have ordered the correct Goods and such Goods are of a satisfactory quality for their intended use
4.9 - If we are unable to supply the Goods and/or Services ordered, we may offer to substitute such Goods and/or Service with alternative goods of equivalent or matching value and quality. We will use our reasonable endeavours to notify you of such substitution, upon which you will be entitled to refuse to accept such substitutes or request a full refund. Where there are alternative Goods and/or Services offered by us, you are wholly responsible for ensuring it is the correct Goods and/or Services or part and of its suitability for your application. Unless we expressly state otherwise, in writing, we do not provide any advice in this regard and shall not be held responsible for any such suitability.
4.10 - You further agree and must ensure that the information you provide to us during the process of placing an order for Goods and/or Services is accurate, complete and not misleading. We shall not be held responsible for any inaccuracies incomplete or misleading information you provide to us.
4.11 - All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter (“Product Information”) are intended only to present a general idea of the Goods and/or Services described in them and the images of the Goods on the Website or mobile app or otherwise are for illustrative purposes only.
4.12 - We reserve the right to deliver Goods of a modified design to that of the Product Information provided that any difference does not make the Goods unsuitable for any purpose you have made known to us.
4.13 - The Goods will conform in all material respects to the Product Information. We reserve the right to amend any design or specification without prior notification provided that it does not adversely affect the performance of the Goods and Services.
4.14 - We cannot guarantee that the appearance and/or colours of Goods (including without limitation paint) shown on the Website or otherwise exactly reproduces the appearance and/or colours of the physical Goods themselves. Natural products may show some colour variations against your vehicle colour (whereby such vehicle colour may have been distorted e.g. due to weather conditions). Where we agree to provide a specifically mixed paint product, you agree to check the accuracy and suitability of such product and use in accordance with any manufacturer’s guidance and instructions provided.
4.15 - Please note that tools used to identify mixed paint products via printed samples or the manufacturer’s identification code or electronically analysed either through the Website, mobile app and/or in-store (“Colour Identification Tools”) indicate the approximate colour of the product only, and are not representative of other characteristics such as the quality, durability or sheen of the eventual product purchased.
4.16 - In these Terms "Special Order” means any Goods that are not held in stock by us (a non-stock item) and are therefore ordered and/or manufactured specifically as per your request. Payment in full is required for such Special Orders at the time the Special Order is placed with us. Special Orders are non-refundable except at our sole discretion. We reserve the right to apply a restocking fee of 25% of the price of the Special Order, which shall be deducted from any refund due to you.
4.17 - We retain all copyright and title to all documentation relating to Goods delivered to you by us. - This documentation may only be used for the purposes intended in the Contract and not for any other purpose without our permission. It must be returned on demand.
4.18 - Technical specifications are approximations unless specifically stated otherwise.
4.19 - You will not remove, alter, deface, obfuscate or tamper with any of the trademarks, names or numbers affixed to or marked on the Goods nor allow anyone else to do so as appropriate action may be taken by us (or the manufacturer) against you for such infringements.
4.20 - If the Goods are manufactured in accordance with any design or specification provided or made by you, you will compensate us in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.
4.21 - We prohibit the audio or video recording of any of our professional or technical Services, or training and consultancy without our prior written consent. We may record telephone conversations for training and monitoring purposes; any recordings will be processed in accordance with our Privacy Notice, a copy of which can be found by clicking here.
4.22 - Certain Goods are subject to legally prescribed age restriction. If you are placing an order for Goods that by law, we are only permitted to sell to customers who are 18 years of age or older, then by clicking the order confirmation button, you are also confirming to us that you are 18 years of age or older, and you must verify your age to us. You further acknowledge and consent to us taking steps to verify your age by reference to publicly available third-party sources. We reserve the right not to supply age-restricted Goods where we believe that you are below the relevant minimum age.
5.1 - We will perform the Services with reasonable care and skill. -
5.2 - If we fail to perform the Services in accordance with clause 5.1 or at all, then your sole remedy will be for the specific performance only of those Services by us.
5.3 - In this clause 5, time will not be of the essence, so any timescales given by us to you in respect of the performance of the Services are approximate only.
6 - Promotions and Incentives
6.1 - On occasions we will offer promotional codes and discounts (“Promotional Code(s)”) (including without limitation discounts, offers, promotions, prize draws, vouchers, competitions etc.) via different channels to new and/or existing customers.
6.2 - By using any Promotional Code(s), you are agreeing to the following:
6.3 - General Terms of usage:
6.3.1 - A Promotional Code may only be redeemed online at our Website or mobile app. Discounts and/or free items cannot be redeemed in-store, via telephone or mail order unless expressly advertised.
6.3.2 - A Promotional Code cannot be used in conjunction with any other offer, discount or promotion. Only one Promotional Code can be used per transaction/household.
6.3.3 - A Promotional Code is redeemed by entering such code at the appropriate point on the online purchase order process for a qualifying purchase or in the case of discounts, vouchers and/or free items, as expressly advertised.
6.3.4 - A Promotional Code is not exchangeable for cash and is not to be used in conjunction with any other offer, discount or promotions. The Promotional Code cannot be used for the purchase of gift vouchers and/or gift cards.
6.3.5 - Where the redemption of a Promotional Code is subject to a minimum spend requirement, redemption is only permitted in respect of the purchase of the qualifying products (as communicated to you when issuing the Promotional Code).
6.3.6 - The Promotional Codes are non-transferable and non-refundable.
6.3.7 - Where a Promotional Code has been communicated via email, the email address provided with the order must be the same as the email address to which the Promotion was sent.
6.3.8 - The Promotional Codes (with the exception of discount codes) are not available to employees of Euro Car Parts Limited or any other of our Group of Companies.
6.3.9 - We accept no responsibility for Promotional Codes that are illegible, lost, delayed or damaged during any such promotion, on any media or channel delivered via or electronically on the Website or mobile app. Promotional Codes not submitted in accordance with these Terms, or incomplete, illegible, expired or otherwise defective shall be rejected and/or disqualified and our decision is final.
6.3.11 - By entering any such Promotional Code(s), your personal data will be held by Euro Car Parts Limited in accordance with clause 24 and for the purpose of administering any Promotional Code(s) and contacting you in relation to the same or other promotional material or information.
6.4 - Period of Use
6.4.1 - A Promotional Code is only valid during the period identified and on the dates and for the products specified in the media it was delivered in.
6.4.2 - If no period is specified above, the Promotional Code shall be valid for no longer than 3 days from launch (but only whilst that particular Promotional Code is still available).
6.4.3 - We reserve the right to (i) cancel or withdraw any Promotional Code, (ii) refuse to allow any customer to participate in the Promotional Code, (iii) decline to accept orders where, in its opinion the Promotional Code is invalid for the order being placed (iv) exclude any single or group of products from any general promotion (such excluded products can be found during the online order process at the relevant checkout stage upon entry of the Promotional Code, or prior to your purchase by contacting us using the details found on the Contact Us page on our Website) and (v) amend this clause 6 (and we will use reasonable endeavours to notify changes to participants).
6.5 - Returns of products or cancellation of order
6.5.1 - Your right to cancel under clause 13 shall apply to any Goods ordered and/or Services received by use of a Promotional Code.
6.5.2 - In the case of a free item being offered, all items are subject to availability and we reserve the right to substitute such free item for any reason, for that of similar quality and value.
6.5.3 - In the case of a returned order, any free items must be returned as new, at the same time in its original packaging and the product documentation, with proof of the Promotional Code used and at your own cost and risk. - The Goods must not have been used and, where applicable, must not have been removed from the sealed clear packaging. - This includes electrical items, which are supplied in sealed clear packaging. Failure to return the item as new, or in part, whole or at all, then we reserve the right to deduct the full price of the free part from your credit.
6.5.4 - In the case of a credited part or order, only the amount paid (less the cost of any free item if applicable) will be credited.
6.6 - Where there is any conflict in this clause 6 with any other terms whatsoever attached to any other advertising material in respect of such Promotional Code, this clause 6 shall apply. This clause 6 shall only apply to Promotional Codes and Goods or Services purchased by you using such Promotional Codes and the remaining clauses shall continue to apply otherwise.
7.1 - Subject to clause 7.2, the price(s) of the Goods and Services will be as quoted at the time the Business Customer places the Order except in cases of error (see clause 7.2.1). - The prices may be altered at any time without notification to take into account any increase in our costs (including but not limited to the cost of materials, labour, transport or other overheads, any tax, duty or variation in exchange rates). -
7.2 - For Goods and/or Services purchased via our Website, the price you pay is the price displayed on this Website at the time the Contract comes into effect in accordance with clauses 4.1 and 4.2 apart from the following exceptions:
7.2.1 - Whilst we try and ensure that all our prices on our Website are accurate, some prices may be incorrectly listed. If we discover an error in the price of the Goods you have ordered, we will inform you as soon as possible and offer you the Goods at the correct price. We are under no obligation to provide Goods or Services to you at an incorrect, lower price, even after we have acknowledged your order or despatched the Goods or started performance of the Services. If we cannot contact you, we will treat the order as cancelled. If payment has been made and you wish to cancel your order, you will receive a full refund of the price paid;
7.2.2 - Please note that the prices payable for Goods and Services in-store may vary from those stated on our Website.
7.3 - We list prices as both inclusive and exclusive of VAT. - All prices are exclusive of any other sales tax or duty that may be applicable which will be payable in addition to the price unless otherwise stated.
7.4 - Unless otherwise specified, price of the Goods does not include the cost of delivering the Goods to you. The delivery costs (if any) will be quoted at the time you place your order for Goods (and are set out on our Website). The entire cost of any other mode of transport or any special deliveries other than the standard delivery service we offer, will be borne by you, as will delivery to locations outside of the United Kingdom. -
7.5 - In case of small orders, we will be entitled to make a minimum order charge or to add a surcharge for delivery, details of which will be provided to you at the time of order acknowledgement.
7.6 - No allowance will be credited for Goods collected from our premises by you rather than delivered by us.
7.7 - Unless otherwise stated any quotations are only valid for 30 days from their date of publication.
8.1 - Unless otherwise agreed by us, we shall issue an invoice for the Goods at:
8.1.1 - the time an Order for the Goods has been placed; or
8.1.2 - the time the Goods have been dispatched.
8.2 - If you hold a credit/trade account with us, payment of invoices will be made in full to us without deductions or set-off in accordance with the payment terms notified by us to you or if no such terms are advised, not later than the 30th day after the invoice date. You guarantee your creditworthiness in placing an order. If after confirmation of the order by us, doubts arise as to your creditworthiness, then all payments will become due immediately unless adequate security can be offered by you which shall only be accepted by us at our sole and absolute discretion.
8.3 - Where you do not hold a credit account with us, payment of invoices will be made in full to us without deductions or set-off in cash/credit or debit card when order is placed or on delivery.
8.4 - We reserve the right to charge a credit card surcharge if you elect to pay us by company credit card.
8.5 - We will do all that we reasonably can to ensure that all of the information you give us when paying for the goods is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, any failure by us to comply with this contract or our Privacy Notice or breach by us of our duties under applicable laws we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
8.6 - Your credit card or debit card will be charged when the Goods and/or Services are ordered.
8.7 - Payment in full is required for Special Orders at the time the Special Order is placed.
8.8 - All payments by credit card or debit card need to be authorised by the relevant card issuer. We may also need to use extra security steps via the relevant card issuer.
8.9 - If your payment is not received by us and you have already received the goods, you:
8.9.1 - must pay for such goods immediately; or
8.9.2 - must return them to us as soon as possible. If so, you must keep the goods in your possession, take reasonable care of them (including ensuring that you follow any instructions or manuals given with the goods) and not use them before you return them to us.
8.10 - If you do not return any goods as soon as possible (such as where you have not paid for them) we may collect the goods from you at your expense. We will try to contact you to let you know if we intend to do this.
8.11 - The price paid for the goods:
8.11.1 - is in pounds sterling (£)(GBP);
8.11.2 - will include VAT at the applicable rate; and
8.11.3 - does not include the cost of delivering the goods (if you want delivery options and costs, visit the 'Delivery' section of our webpage and ensure that you review the full delivery and carriage costs at checkout before you place your order).
8.12 - Time for payment is of the essence. Without prejudice to any other rights that we may have (including the right to suspend any further deliveries or installation), if you fail to pay the invoice price by the due date to us or to any of our Group of Companies we may charge you interest on any overdue amount from the date of which payment was due to that on which it is made (whether before or after judgment) on a daily basis in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and require you to indemnify to us for all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
8.13 - We do not generally accept cheques as a means or form of payment. However, all cheques provided to us by customers are approved for acceptance by our appointed agents. In the event of a cheque not clearing and/or being represented or returned to the drawer, our appointed agents shall contact you and will charge a fee of a minimum of £75 for each cheque so returned to cover bank charges and administration costs. Our agents may apply additional charges and/or vary their charges from time to time and any charges applied will have to be paid by you. To avoid the aforementioned charges, we advise that you have the sufficient and cleared funds in your account when making any payment to us. Any cheques that are presented to us shall be scanned and all information stored pursuant to our Privacy Notice.
8.14 - We shall not accept any cash amount above the sum of £5,000 in satisfaction of any payment or payments due under any order or series of orders.
9.1 - If you have purchased Goods via our Website, you will have the choice to have your order fulfilled by us using one of the options under this clause 9.
9.2 - If we are unable to fulfil your purchase by your chosen method, we will advise you as soon as possible. We shall incur no liability for any failure to fulfil your purchase using your chosen method.
9.3 - We reserve the right to remove any of fulfilment option at any time, whether temporarily or permanently.
9.4 - Nothing in this clause affects your legal rights as a consumer.
Click & Collect
9.5 - If you chose our Click & Collect service, you will be asked to select from our participating branches, subject to availability and opening times. If your order is not in stock at your chosen branch, we will provide you with a collection date when your order is in stock, or give you the option to have the Goods shipped directly to your account address.
9.6 - You will be required to pay for your order online. If, in our opinion, any customer engages in practices that abuse the fair use of the Click & Collect service, we reserve the right to cancel orders and/or restrict/block access to the Click & Collect systems for that person. Such practices may include (but are not limited to) a persistent failure to collect orders or placing multiple orders for Goods which are subject to a limited quantity per customer.
9.7 - We will hold your order in your selected branch for seven (7) days. If you fail to collect your order in that time without notifying the branch from which you are collecting, we will cancel you order on the eighth day and payment will be refunded in accordance with clause 13.
9.8 - We may use a third-party carrier to deliver Goods. Our delivery options are available to view on our Website or mobile app and the cost of our delivery options will be displayed on our website.
9.9 - The Goods are delivered to you when we make them available to you at a delivery point agreed by us. You are responsible for ensuring that somebody will be available to take delivery of the Goods.
9.10 - Time of delivery will not be of the essence and any delivery date provided by us is an estimate only. - We will use all reasonable endeavours to avoid late deliveries. If something happens which is outside of our control and affects the estimated date of delivery, we will let you have a revised estimated date for delivery of the goods. You will have the right to cancel any order without liability to us if delivery is more than 30 days late, following which you will receive a full refund. This clause 9.10 sets out your only remedy for such delay.
9.11 - The quantity of any consignment of Goods as recorded by us upon despatch from our place of business will be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
9.12 - Our liability for non-delivery of the Goods will be limited to, at our discretion, replacing the Goods within a reasonable time, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or a refund of the purchase price paid.
9.13 - Any claim that any Goods have been delivered damaged or do not materially comply with their description will be notified by you to us (and where appropriate, to the carrier) within 7 days of their delivery. - Provided that you return such Goods to us in accordance with clause 13, we will at our sole discretion replace such Goods, issue you with a credit note for the price of such Goods or refund the price paid for such Goods. The provisions of this clause 9.13 set out your sole remedy in such circumstances.
9.14 - Any claim that any Goods have not been delivered to you by us or our appointed carriers where we claim we have delivered the same to you, or left the Goods in a safe place or delivered the Goods to your neighbour and/or our appointed carriers have obtained a signature for the delivery of the Goods (from any of the above (where applicable), such claim must be notified by you to us within 7 days of their expected delivery. We shall then liaise with our carrier and/or our driver and we may require copies of two forms of personal identification documents from you (such as passport, driving licence, bank card etc.) or any third party. Once we have reviewed all documentary evidence and statements from the relevant drivers we shall then come back to you within a reasonable timescale of our decision (to replace such Goods, issue you with a credit note for the price of such Goods, refund the price paid for such Goods or to not provide any of the aforementioned) which shall be final and binding. The provisions of this clause 9.14 set out your sole remedy in such circumstances.
9.15 - We may at our discretion deliver the Goods by instalments in any sequence. - Where the Goods are delivered by instalments, no default or failure by us in respect of any one or more instalments will vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
10.1 - If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without limiting any other right or remedy available to us, we may at our absolute discretion:
10.1.1 - store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of the failed delivery and aborted installation costs, storage, re-delivery and installation costs; or
10.1.2 - sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.
10.2 - Should you wish to return a Special Order, we reserve the right to apply a restocking fee of 25% of the price of the Special Order, which shall be deducted from any refund due to you.
10.3 - You shall:
10.3.1 - be responsible for the collection, treatment, recovery and environmentally sound disposal of all waste electrical and electronic equipment ("WEEE") as defined in the Waste Electrical and Electronic Equipment Regulations 2013 ("WEEE Regulations") as arising or deriving from the Goods;
10.3.2 - comply with all additional obligations placed upon you by the WEEE Regulations by virtue of you accepting the responsibility set out in clause 10.3.1; and
10.3.3 - provide our WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require enabling such operator to satisfy the obligations assumed by it as a result of our membership of the operator’s compliance scheme.
10.4 - You shall be responsible for all costs and expenses arising from and relating to your obligations in clause 10.3.
10.5 - We are part of the Advantage Waste Brokers WEEE producer Compliance Scheme and our Producer Registration Number is WEE/HB2719VY.
11.1 - Risk in the Goods passes to you when you collect the Goods or they are delivered to you in accordance with clause 9.9.
11.2 - On the passing of risk in accordance with clause 11.1, you will insure the Goods against theft, or any damage howsoever caused until their price has been paid in full.
11.3 - For the purpose of section 12 of the Sale of Goods Act 1979 we will transfer only such title or rights in respect of the Goods as we have and if the Goods are purchased from a third party will transfer only such title or rights as that party had and has transferred to us.
11.4 - Notwithstanding clause 11.3, title (ownership) in the Goods will remain with us and will not pass to you until the amount due under the invoice for them or any other outstanding invoice from us to you including any invoice outstanding from any of our Group of Companies to you (including interest and costs) has been paid in full.
11.5 - Where Goods are ordered by way of and are subject to a third-party funding arrangement with the third-party funder (“Finance”), title to the Goods will remain with us until you have authorised release of the Finance and it has been paid to us, at which point title to the Goods will pass to the third-party funder.
11.6 - We may at our discretion maintain an action for the price of any Goods notwithstanding that title in them has not passed to you or a third-party funder under clause 11.5. For the avoidance of doubt, this means that, if you unreasonably withhold (or delay) authorising any Finance, we, at our sole and absolute discretion, reserve the right to present an invoice to you for the full purchase price of the Goods, for you to pay in accordance with clause 8.
11.7 - Subject to clause 11.8, until ownership of the Goods has passed to you, you must:
11.7.1 - hold the Goods on a fiduciary basis as our bailee;
11.7.2 - store the Goods (at no cost to us) separately from all other products belonging to you or any third party in such a way that they remain readily identifiable as our property;
11.7.3 - not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
11.7.4 - maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you will produce the policy of insurance to us; and
11.7.5 - hold the proceeds of the insurance referred to in clause 11.7.4 on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
11.8 - Notwithstanding clause 11.6, you may resell the Goods before ownership has passed to you solely on the following basis:
11.8.1 - any sale will be effected in the ordinary course of your business at full market value; and
11.8.2 - any such sale will be a sale of our property on your own behalf and you will deal as principal when making such a sale.
11.9 - Your right to possession of the Goods will terminate immediately if:
11.9.1 - you (being an individual) have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or
11.9.2 - you (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency in any jurisdiction; or
11.9.3 - you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
11.9.4 - you encumber or in any way charge any of the Goods; or
11.9.5 - anything analogous to the foregoing occurs in any other jurisdiction; and
11.9.6 - you breach the provisions of clause 17.1.
11.10 - If before title in the Goods passes to you and you become subject to any of the events listed in clause 11.9 then, without limiting any other right or remedy we may have, your right to resell the Goods or use them in the ordinary course of your business ceases immediately, and the we may at any time:
11.10.1 - require you to deliver up all relevant Goods in your possession which have not been resold, or irrevocably incorporated into another product; and
11.10.2 - if you fail to do so promptly, enter any of your premises or any premises of a third party where the relevant Goods are stored in order to recover them.
12.1 - You acknowledge that we do not the manufacturer of any Goods supplied. On this basis, we do not provide any warranty or guarantee in respect of the quality of the Goods. However, we will use our reasonable endeavours to pass on to you the benefit of any product warranty that we receive from the manufacturers and/or our suppliers in respect of the Goods provided to you. In the event the manufacturer does deliver defective or non-conforming Goods to you, we shall use our reasonable endeavours to procure that the manufacturer rectifies such defect or non-conformance in accordance with the terms of the manufacturer’s warranty.
12.2 - Each of the Goods (except lubricants which shall include liquids, oils and coolants etc.) are supplied with the benefit of a warranty given by the Goods’ manufacturers (details of which will be provided to you with the Goods or otherwise on request) (“Warranty”). The Warranty shall be valid if that you comply with the conditions provided with the Warranty (“Warranty Conditions”).
12.3 - If Goods become faulty after expiry of the Warranty, we will not be held liable for any replacement or repairs that you request for such Goods.
12.4 - Your sole remedy in respect of a failure of the Goods to comply with the Warranty is as set out in the Warranty Conditions.
12.5 - We will be afforded reasonable opportunity and facilities to investigate any claims made under the Warranty and you will if so, requested in writing by us promptly return any Goods the subject of any claim and any packing materials securely packed, and carriage paid to us for examination.
12.6 - We will have no liability with regard to any claim in respect of which you have not complied with the warranty claim procedure in the Warranty Conditions in clause 12.3.
12.7 - The above Warranty is given by us subject to us having no liability in respect of any defect arising from wear and tear, wilful damage, negligence, modification(s), tampering of the Goods, incorrect fitting of the Goods by you and/or a third party, abnormal working conditions, failure to follow our and/or the Goods’ manufacturers’ instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our approval or for Goods fitted to any vehicle that is modified contrary to the vehicle manufacturer’s specifications and/or (default) factory settings. All Goods must be fitted by someone who is competent and qualified using the correct tools and procedures and abiding by all relevant standards of safety.
13.1 - When you return Goods to us:
13.1.1 - which are incorrectly supplied by us and/or are returned by you as new in their original packaging (and as per 13.1.2), such Goods shall be refunded, exchanged or replaced if they are returned within 30 days of the date of purchase of the Goods and proof of purchase (in the form of our invoice for the original supply of the Goods) is supplied; and
13.1.2 - for any other reason, we will examine the returned Goods and will notify you in writing (including e-mail) within a reasonable time of the refund (if any at all) to which you are entitled. We will usually process the refund due to you as soon as possible thereafter. For any entitlement of a refund to be due to you, the returned Goods must be in the same condition in which you received them with the original packaging and the product documentation. Goods returned to us because they fail to comply with the Warranty will be dealt with in accordance with the provisions of the Warranty Conditions and clause 12.
13.2 - Where the product is a Service, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, within 14 days of you telling us you have changed your mind, subject to when the Service is terminated, and we are aware of this.
13.3 - Special Orders that are manufactured specifically as per your request are non-refundable except at our sole discretion. In such instance we reserve the right to apply a restocking fee of 25% of the price of the Special Order, which shall be deducted from any refund due to you.
13.4 - We will normally refund any money due to you using the same method originally used by you to pay for your purchase. This may take your bank approximately 3-5 working days from the date the refund is processed by us.
13.5 - Please Note: We will not accept responsibility for loss or damage of returning Goods during transit.
13.6 - Any reference in these Terms to the refusal or return of Goods in their “original packaging” (or any similar phrase) means that the Goods must be returned in the same condition, and inside the same packaging, as they were received together with any documentation which accompanied such Goods, and must not have been used in any way (any mark or smell of (without limitation) fuel, toxins or rubber shall invalidate any return) and, where applicable, must not have been removed from the sealed clear packaging. - This includes electrical items, which are supplied in sealed clear packaging.
14.1 - You acknowledge that we are not the manufacturer of any Goods supplied. On this basis, we do not warrant that the Goods will not infringe the Intellectual Property Rights of any third party, however we shall use our reasonable endeavours to pass on to you the benefit of any warranties in respect of Intellectual Property Rights that we receive from our suppliers in respect of the Goods.
14.2 - You shall indemnify us against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by us in connection with any claim arising from any modification or use of Goods other than in accordance with the Contract or our written instructions.
15.1 - Subject to the provisions of these Terms, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
15.1.1 - any breach of these Terms; and
15.1.2 - any representation, statement or tortious act or omission including negligence arising under or in connection with any Contract.
15.2 - All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from any Contract.
15.3 - Nothing in these terms excludes or limits our liability:
15.3.1 - for death or personal injury caused by our negligence;
15.3.2 - under section 2(3) of the Consumer Protection Act 1987;
15.3.3 - for fraud or for fraudulent misrepresentation; or
15.3.4 - for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
15.4 - Subject to clause 16.3, we will not be liable to you for:
15.4.1 - any indirect or consequential, special or punitive loss, damage, costs or expenses (including any losses to third parties, losses relating to vehicle recovery/replacement/hire vehicles, diagnostic times or otherwise);
15.4.2 - loss of profit;
15.4.3 - loss of business;
15.4.4 - loss of income or revenue;
15.4.5 - loss or corruption of or damage to data;
15.4.6 - waste of management or office time; or
15.4.7 - depletion of goodwill.
15.5 - Without prejudice to clause 16.3, our total liability to you under or connected with these terms will not exceed one hundred and twenty-five per cent (125%) of the price paid for the Goods and/or Services in a single Contract for any one event or series of connected events.
15.6 - We shall have no liability for incorrect Goods purchased by you online for foreign registered vehicles.
16.1 - We may at our discretion suspend or terminate the supply of any Goods or Services if you fail to make any payment when and as due or otherwise defaults in any of your obligations under these Terms or any Contract or any other agreement with us or if any of the events set out in clause 11.9 occur. -
16.2 - On the termination of any Contract for any reason:
16.2.1 - we will not be obliged to supply any Goods and Services ordered by you unless already paid for;
16.2.2 - all payments payable to us under all Contracts will become due immediately upon termination of any one Contract despite any other provision; and
16.2.3 - you will indemnify us against all costs, (including any court, legal and other professional costs) losses or damages incurred by us arising directly or indirectly from any legal liability.
16.3 - The termination of any Contract will not affect the respective rights and liabilities of each of the parties thereto which accrued prior to such termination nor any provisions which either expressly or impliedly are to remain in operation after termination.
16.4 - Subject to the provisions of these Terms, orders accepted by us are cancellable only at our discretion and we may charge for all work carried out or expenses incurred in relation to the order before our acceptance of cancellation.
16.5 - Notwithstanding any other rights or remedies we may have under these Terms with you (and where applicable, your Group of Companies) or by law, we shall be entitled to terminate any Contract immediately on notice without any further obligation or liability to you (or your Group of Companies) where we reasonably believes that you (or any of your Group of Companies) have failed to comply with any applicable laws (including but not limited to compliance with tax laws and regulations and VAT registration).
17.1 - You shall:
17.1.1 - comply with all applicable and relevant laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
17.1.2 - not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
17.1.3 - not induce or reward us or any of our directors, officers, representative, contractors or personnel to perform or improperly perform a function or activity in connection with these Terms or any Contract;
17.1.4 - not directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a function or activity in connection with these Terms or any Contract, other than where a bona fide promotions and/or incentive is run by us (see clause 6 for further details on such promotions and incentives);
17.1.5 - if you are a business, organisation, partnership, limited liability partnership or a company, have and maintain in place throughout any Contract your own policies and procedures including but not limited to adequate procedures under the Bribery Act 2010 to ensure compliance with the same and to enforce where appropriate;
17.1.6 - promptly report to us any request or demand for any undue financial or other advantage of any kind received by us or our directors, officers, representative, contractors or personnel or any undue financial or other advantage of any kind given by us in connection with the performance of any Contract.
17.2 - Without prejudice to clause 17.1, we may terminate the supply of any Goods or Services to you forthwith if you breach any of the provisions of clause 18.1 above.
17.3 - Both parties shall comply with The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and any other anti-money laundering laws that shall come into effect from time to time
You will comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, and include in any contracts you have with direct subcontractors and suppliers, anti-slavery and human trafficking provisions that require each of your subcontractors and suppliers to comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.
Both parties will comply with the relevant economic sanctions laws in force from time to time.
We will not be liable for any failure in the performance of any of our obligations under these Terms or any Contract caused by factors outside our control as determined solely by us.
These Terms and any Contract to which these Terms apply will be governed by English law and you consent to the exclusive jurisdiction of the English courts in all matters regarding it.
22.1 - Any notice given under these Terms and any Contract to which these Terms apply will be in writing and may be served personally, by registered or recorded delivery mail, by email (evidence confirming the same by post) or by any other means which any party specifies by notice to the other.
22.2 - Each party's address for the service of notice will be:
22.2.1 - Us - the address specified in clause 1.2 or such other address email address as we specify by notice to you; and
22.2.2 - You – the address and email address given to us at the time an order is placed with us.
22.3 - A notice will be deemed to have been served: if it was served in person, at the time of service, if it was served by post, 48 hours after it was posted if via email once it has been transmitted.
22.4 - This clause shall not apply to the service of legal proceedings which must be served by post to our registered office address.
23.1 - Both parties shall at all times comply with UK General Data Protection Regulations and Data Protection Act 2018.
24.1 - Each of our rights or remedies under these Terms is without prejudice to any other right or remedy that we may have whether under these Terms or not.
24.2 - If any provision of these Terms or any Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable, and the remaining provisions of these Terms and any Contract, and the remainder of such provision, will continue in full force and effect.
24.3 - Failure or delay by us in enforcing or partially enforcing any provision of these Terms will not be construed as a waiver of any of our rights under these Terms.
24.4 - Any waiver by us of any breach of, or any default under, any provision of these Terms by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other Terms.
24.5 - Save as for any of our Group of Companies which shall be entitled to enforce for its own benefit any of the provisions in these Terms which expressly or by implication apply to or confer a benefit on it, neither of us intend that any these Terms will be enforceable by any person that is not a party to it, by virtue of the Contracts (Rights of Third Parties) Act 1999.
24.6 - Subject to clause 25.8, each Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights and obligations under any Contract without the prior written consent of the other party such consent not to be unreasonably withheld or delayed.
24.7 - Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24.8 - We may assign, transfer or subcontract any or all of our rights and obligations under any Contract to a member of our Group of Companies without any requirement to obtain consent from you.
We offer accounts to all of our trade customers. There are two types; Credit Accounts and Cash Accounts. They both give trade price benefits, with the credit accounts offering monthly credit facilities, and the Cash Accounts enabling you to pay as you go.