Terms of use

 

TERMS AND CONDITIONS

 

1.     Interpretation

1.1 In these Conditions:-

‘Buyer’	means the person who accepts a quotation of the Seller for the sale of the Vehicle or whose order for the Vehicle is accepted by the Seller
‘Seller’	means Trucks 2 Go Limited registered in England under number 04799500
‘Vehicle’	means the new or used vehicle which the Seller is to supply in accordance with these conditions
‘Part Exchange Vehicle’	means, where clause 8 applies, the vehicle offered by the Buyer in part exchange for the Vehicle and each and every part or component of such vehicle
‘Conditions’	means the standard terms and conditions of sale set out in this documents and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller
‘Contract’	means the contract for the purchase and sale of the Vehicle
‘Incoterms’	means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
‘Writing’	means [e-mail,] facsimile transmission and comparable means of communication

 

1.2       Any reference in these Conditions to any provision of a statue shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3       The headings in the Conditions are for convenience only and shall not affect their interpretation.

 

2.        Basis of the sale

2.1       The Seller shall sell or supply and the Buyer shall purchase the Vehicle in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2       No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

2.3       The Seller's employees or agents are not authorised to make any representations concerning the Vehicle unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.4       Any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 

3.        Orders

3.1       No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

3.2                   The description of the Vehicle and any specification for it shall be as set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.3       The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Vehicle within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.4       No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

 

4.        Price of the Vehicle

4.1       Subject to clause 4.2 below the price of the Vehicle shall be the price stated in the Seller’s written quotation (where accepted by the Buyer) or in the Buyer’s written order (where accepted by the Seller).

4.2       The Seller reserves the right, by giving notice to the Buyer at any time before delivery of the Vehicle, to increase the price of the Vehicle to reflect any increase in the cost to the Seller which is due to either:

4.2.1       any factor beyond the control of the Seller; or

4.2.2       any change in the delivery date or specification for the Vehicle which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3       Where the Buyer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) the Seller shall notify the Buyer of any such increase in the price of the Vehicle pursuant to clause 4.2.1 only (but not clause 4.2.2) and the Buyer shall then have 3 days in which to cancel the Contract.

4.4       Unless otherwise agreed in Writing between the Buyer and the Seller, all prices exclude transport and insurance and where the Seller agrees to deliver the Vehicle otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport and insurance.

4.5       The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

 

5.        Terms of payment

5.1       Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall not be bound to deliver the Vehicle until the Buyer has paid for the Vehicle in cleared funds.

5.2       The Seller reserves the right to call for a deposit from the Buyer upon acceptance of the Buyer's order for the Vehicle.

5.3       Unless otherwise agreed in Writing by the Seller the Buyer shall pay the price of the Vehicle in cleared funds either prior to delivery of the Vehicle notwithstanding that the property in any Vehicle has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.

5.4       If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.4.1.      cancel the contract or suspend delivery to the Buyer; and

5.4.2       charge the Buyer interest (both before and after any judgment) on the amount unpaid pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, at the rate of 8 per cent per annum above Bank of England base rate from time to time, until payment in full is made.

 

6.        Delivery

6.1       Any dates quoted for delivery of the Vehicle are approximate only and the Seller shall not be liable for any delay in delivery of the Vehicle howsoever caused. Time for delivery of the Vehicle shall not be of the essence unless previously agreed by the Seller in writing. The Vehicle may be delivered by the Seller in advance of the quoted date upon giving reasonable notice to the Buyer.

6.2       Delivery of the Vehicle shall be made by the Buyer collecting the Vehicle at the Seller's premises at any time after the Seller has notified the Buyer that the Vehicle is ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Vehicle to that place.

6.3       If the Buyer fails to take delivery of the Vehicle or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.3.1     store the Vehicle until actual delivery or collection and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.3.2     sell the Vehicle and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

 

7.      Risk and property

7.1       Risk of damage to or loss of the Vehicle shall pass to the Buyer:

7.1.1         in the case of Vehicle to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Vehicle is available for collection; or

7.1.2         in the case of Vehicle to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Vehicle, the time when the Seller has tendered delivery of the Vehicle.

7.2       Notwithstanding delivery and the passing of risk in the Vehicle, or any other provision of these Conditions, the property in the Vehicle shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Vehicle.

7.3       Until such time as the property in the Vehicle passes to the Buyer, the Buyer shall hold the Vehicle as the Seller's fiduciary agent and bailee, and shall keep the Vehicle properly stored, protected and insured and identified as the Seller's property.

7.4       Until such time as the property in the Vehicle passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Vehicle to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Vehicle is stored and repossess the Vehicle.

7.5       The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Vehicle which remains the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

 

8.      Part exchange of vehicles

8.1       This clause applies where the Seller agrees to take any vehicle belonging to the Buyer (a ‘Part Exchange Vehicle’) in satisfaction of the whole or any part of the price for the Vehicle.

8.2       Subject to the following provisions of this clause the Seller will make an allowance against the price of the Vehicle in an amount equal to the agreed value of the Buyer’s Part Exchange Vehicle.

8.3       The Buyer warrants to the Seller that save as fully and accurately disclosed in Writing by the Buyer to the Seller:

8.3.1         the entire legal and beneficial ownership of the Part Exchange Vehicle is vested absolutely in the Buyer free from all equities, encumbrances, liens or charges;

8.3.2         the odometer reading is correct and accurate;

8.3.3         full and accurate details of any damage sustained by the Part Exchange Vehicle in any accident have been detailed in the Seller’s part exchange vehicle appraisal form together with details of any repairs occasioned thereby;

8.3.4         the Part Exchange Vehicle conforms in all respect with the details in its registration documents and has not be altered from its original specification;

8.3.5         none of the Part Exchange Vehicle’s parts or components have been removed or are missing;

8.3.6         any warranty in respect of the Part Exchange Vehicle of which the Buyer has the benefit is valid and enforceable in all respects and is fully assignable to the Seller without payment of any consideration whatsoever;

8.3.7         the Part Exchange Vehicle’s registration number and any previous registration number with which the Part Exchange Vehicle has been registered as set out in the Seller’s part exchange vehicle appraisal form are complete and accurate;

8.3.8         the Part Exchange Vehicle’s log book and service records are complete and accurate in all  respects;

8.3.9         the Vehicle has never been written off for insurance purposes; and

8.3.10        all the information supplied by the Buyer and detailed in the Seller’s part exchange vehicle appraisal form is complete and accurate in all respects.

8.4       The Buyer shall indemnify the Seller in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Seller as a result of or in connection with the breach of any of the above warranties.

8.5       Without prejudice to any other remedy, if the Buyer is in breach of any of the above warranties, then the Seller shall be entitled:

8.5.1         to cancel the Contract and require the Buyer to deliver up the Vehicle to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party and repossess the Vehicle in which event the Seller will refund to the Buyer any monies actually paid by the Buyer to the Seller in respect of the Vehicle less all amounts owed by the Buyer to the Seller pursuant to the provisions of clause 8.4 above or to the following provisions of this clause 8.5; and/or

8.5.2         to charge the Buyer for the cost of all parts and labour incurred by the Seller in preparing the Part Exchange Vehicle for or repairing such Part Exchange Vehicle after onward sale by the Seller whether or not the Contract is cancelled by the Seller; and/or

8.5.3         to do all acts and things necessary to remedy the Buyer’s breach of warranty and to charge the Buyer on a full indemnity basis for all costs and expenses thereby paid or incurred (including without limitation, a reasonable charge for the administrative and managerial time of the Seller’s employees); or

8.5.4         to decrease the agreed value of the Part Exchange Vehicle to reflect any costs and expenses paid or incurred or to be paid or incurred by the Seller in remedying the Buyer’s breach of warranty whereupon the Buyer shall be bound to pay the balance of the price of the Vehicle forthwith.

9          Export terms

9.1       Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

9.2       Where the Vehicle is supplied for export from the United Kingdom, the provisions of this clause 9 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.

9.3       The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Vehicle into the country of destination and for the payment of any duties on them.

9.4       Unless otherwise agreed in Writing between the Buyer and the Seller, the Vehicle shall be delivered fob the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

9.5       The Buyer shall be responsible for arranging for testing and inspection of the Vehicle at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Vehicle which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

9.6       Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in the United Kingdom acceptable to the Seller.

 

10.      Warranties and liability

10.1      The warranties given pursuant to clauses 10.2 to 10.5 (inclusive) below are given subject to the conditions set out in clause 10.6

Vehicle

10.2      The Buyer shall be entitled to the benefit of the same warranty in respect of the Vehicle as is given by the relevant manufacturer to the Seller.

10.3      Where the Buyer takes an extended warranty or policy of insurance to cover the Buyer against repair or replacement costs of insured components incurred as a result of the failure of any of the insured components then upon payment of the relevant premium or price therefor (if any) and upon acceptance of the Buyer’s application therefor by the provider of the same the Buyer shall be entitled to the benefit of such extended warranty or policy of insurance upon and subject to its terms.

10.4      The Buyer undertakes and agrees to observe perform and comply with its obligations under any warranty given by the manufacturer of the Vehicle and/or under any extended warranty or policy of insurance taken our by it.

10.5      Where any Vehicle is sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) and without the benefit of a manufacturers warranty or other extended warranty or policy of insurance the Seller warrants that the Vehicle shall be free from mechanical or electrical defects only for a period of 30 days from the due date of delivery or collection.  This warranty does not apply where any Vehicle is sold at a trade price or to a person not dealing as a consumer or to defects to which the Buyer’s attention was expressly drawn or to defects which were or would have been apparent on reasonable inspection.

Conditions

10.6      The above warranties are given subject to the following conditions:

10.6.1   the Seller shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total price for the Vehicle has not been paid by the due date for payment or

10.6.2   the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, racing, overloading, misuse, failure to follow the Seller’s instructions (whether oral or in writing) or alteration or repair without the Seller’s approval.

Limit of liability

10.7    Where any valid warranty claim in respect of any of the Vehicle is notified to the Seller in accordance with these Conditions and the terms of the relevant warranty before the date on which it expires, the Seller shall be entitled to replace the Vehicle (or the part in question) or remedy the defect complained of free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Vehicle (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

10.8      Subject as expressly provided in these Conditions, and except where the Vehicle is sold or supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.9      Where the Vehicle is sold or supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

10.10    Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Vehicle or the use or resale of the Vehicle by the Buyer, except as expressly provided in these Conditions.

10.11    The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Vehicle or Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control.

 

11.      Insolvency of Buyer

11.1      This clause applies if:

11.1.1          The Buyer makes any voluntary arrangement with his Creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation otherwise then for the purposes of amalgamation or reconstruction; or

11.1.2          An encumbrancer takes possession, or receiver is appointed, of any of the property or assets of the Buyer; or

11.1.3          The Buyer ceases, or threatens to cease, to carry on business;

11.1.4          The Seller reasonably apprehends that any of the events mentioned above is not to occur in relation to the Buyer and notifies the Buyer accordingly.

11.2      If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract without liability to the Buyer, and if the Vehicle has been delivered or collected and has not been paid for in full the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

12.      General

12.1      Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

12.2      No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3      If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

12.4                  The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the no