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Version: 16 April 2019
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"). If you are not a Business Customer, please click here to access the consumer terms applicable to you.
In particular, we draw your attention to clause 19 below where we limit our liability to you.
You can retain a copy of these Terms for future reference or the Terms can be found online at www.eurocarparts.com (“Website”).
1. ABOUT US
1.1. The Goods and Services are provided (and/or promoted as per clause 5 of these Terms) by Euro Car Parts Limited and may also be provided under our other brands (LKQ Coatings t/a Euro Car Parts), or certain garage equipment Goods and/or Services which may be provided through our Workshop Solutions division (“WS”) (“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 section 1154 of the Companies Act 2006 (“Group of Companies”)
2. ABOUT YOU
2.1. You acknowledge that:
2.1.1. these Terms apply when you purchase or order Goods and Services instore, through our Website including other online websites such as www.lkqcoatings.com and firstname.lastname@example.org (the "Website(s)") and any other means of placing an order with us (the "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, you warrant that:
2.2.1 You are a Business Customer;
2.2.2 You are authorised to enter into binding contract on behalf of the business and/or as an individual, you are at least 18 years old and legally capable of entering into binding contracts;
2.2.3 The information that you provide to us during the process of placing an order for Goods and/or Services is accurate, complete and is not misleading or fraudulent; and
2.2.4 You are fully aware of and understand our Terms.
A - General
3.1. These Terms apply to all sale of Goods and/or Services provided by us to you except where it is expressly stated in the provisions that they shall apply to WS Goods and/or Services only.
3.2. If there is a conflict between the WS provisions and any other provisions within these Terms, the WS provisions(s) will prevail unless those WS provisions conflict with current legislation.
3.3. Unless we expressly state otherwise (e.g.: for WS Goods and/or Services) no contract for the supply of Goods and/or Services ("Contract") will come into existence until we despatch the Goods, send you an email confirming that your Goods have been despatched or start performing the Services (whichever is the earlier).
3.4. If you purchase Goods and/or Services by any means other than via our Website, the Contract will not come into existence until either your order (however it is placed) is accepted by the earliest of (i) our written acknowledgement of your order, (ii) delivery of the Goods or (iii) performance of the Services.
3.5. Each Order for Goods and/or Services 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.
3.6. 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. Unless we expressly state otherwise, in writing, we do not provide advice on such suitability.
3.7. You must ensure that the terms of your Order and any applicable specification is complete, accurate and not misleading. We shall not be held responsible for any inaccuracies, incomplete or misleading information that you provide to us.
3.8. In addition to clauses 3.1 to 3.7 above, the following clauses 3.9 to 3.19 shall apply to WS Goods and/or Services only.
3.9. In respect of certain WS Goods and/or Services ordered by you, you are solely liable for:
3.9.1. any inaccuracies, incomplete and/or misleading information, including in relation to any design(s), plan for the location and subsequent affixing of Goods; and
3.9.2. the suitability of the site and floor, including (but not exhaustively) the strength, depth, height, size, shape and the accessibility of the area for the Goods and/or Services to facilitate installation where applicable.
3.10. You will be bound by these Terms and once you have placed your Order with us for the WS Goods and/or Services, we will verify and confirm your Order pursuant to clause 3.14.
3.11. Without prejudice to your statutory rights of cancellation, no order for WS Goods and/or Services which has been accepted by us may be cancelled by you except with our agreement in writing subject to you indemnifying us in full against all losses (including loss of profit), costs (including the cost of all labour and materials used and delivery and return costs), damages, charges, expenses, any actions taken, legal and other professional costs incurred by us as a result of such cancellation.
3.12. Where applicable and agreed by us, the Services that we will be providing will be the supply, delivery and installation of the Goods at your site by us and/or our agents.
3.13. You must ensure that the terms of your order and all applicable specifications, site plans measurements and calculations, which you must provide to us, are complete, accurate and not misleading. Where specifications and site plans are provided by a third party or, in the case of measurements and calculations are made by our representatives and/or employees, you agree that it is your sole responsibility to ensure that these are complete and accurate. You acknowledge that the margins for error are extremely small and may cause considerable extra and time-consuming work to rectify, the costs for which you will be wholly liable.
3.14. You shall provide us with a fully completed and signed proforma installation / site ready certificate (“Certificate”) for the site prior to the required installation date (which shall be at our sole discretion) where we are arranging the installation of Goods supplied to you (“Site”). We and/or our agents may at our absolute discretion inspect the Site following receipt of this Certificate (but we are not obliged to inspect) and may elect without prejudice to our rights and remedies not to deliver or install the Goods until we are satisfied with the evidence provided by you to us confirming that the Site is fully ready for such delivery and/or installation.
3.15. In providing us with a fully completed and signed Certificate and without prejudice to clause 5 you confirm that prior to the delivery and installation of the Goods by us, you confirm that in respect of the Site:
3.15.1. you have complied with all relevant environmental (including any building control and planning requirements) and health & safety laws and regulations along with the manufacturer’s requirements in order for the Services to be carried out;
3.15.2. it is accessible and has the appropriate space requirements for the particular Goods and Services ordered by you;
3.15.3. the floor is accessible, clean, and free from hazard;
3.15.4. the concrete floor where the equipment will be installed is flat and level and to the correct density and thickness as per the manufacturer’s minimum requirements; and
3.15.5. there are no pipes, conduits, cables for gas electricity, telecommunications or data running beneath the area in the floor in particular where fixings may have to be placed.
3.16. Without Prejudice to any other rights and remedies of either party contained in these Terms, you agree that if you fail to comply with the provisions of clauses 3.16 and 3.17 you will be responsible for and fully indemnify us for any costs and expenses and delivery and return charges incurred or which may be incurred by us (directly or indirectly) as a result of us or our agent unable or unwilling to deliver or install the Goods, where you have not complied with this clause 3.16 and clause 3.17.
3.17. You must ensure that prior to the installation of the Goods you obtain all necessary and appropriate permissions consents and authorisations and comply with all applicable and relevant laws and regulations in relation to the installation and, also, the use of the Goods. You agree to indemnify us for any costs, expenses and losses incurred by us, including all legal and other professional costs, where you have not complied with this provision.
3.18. These Terms will be incorporated in the 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.
3.19. No variation or amendment of this Contract will be valid unless in writing and signed by you and our authorised representative.
4. GOODS AND SERVICES
4.1. All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the Goods and Services described in them and the images of the Goods on the website or otherwise are for illustrative purposes only.
4.2. We reserve the right to deliver Goods of a modified design provided that any difference does not make the Goods materially unsuitable for any purpose you have made known to us.
4.3. The Goods will conform in all material respects to any sample provided to and accepted by us. The Goods and Services will conform in all material respects with any specification provided to and accepted by us. 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.
4.4. 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 colour may have been distorted 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.
4.5. 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 and/or instore ("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.
4.6. We recommend that you apply the mixed paint product (refer to clauses 4.4 and 4.5 above) to a test card to compare to the actual surface to be painted before undertaking your vehicle bodywork and use in accordance with the manufacturer’s instruction and/or guidance.
4.7. All Goods supplied by us are subject to availability. We reserve the right in the event that we cannot supply you with the Goods that you have ordered, to supply you with substitute goods of equivalent or matching quality. In the event that you do not accept such substitute goods, we shall arrange and be responsible for the cost of collecting such substituted goods from you; subject to the goods being in the condition as provided at clause 15.1.1.
4.8. 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.
4.9. Technical specifications are approximations unless specifically stated otherwise.
4.10. You will not remove, alter, deface, obfuscate or tamper with any of the trade marks, 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.
4.11. 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.
4.12. We prohibit the audio or video recording of on-site professional or technical Services, or training and consultancy without our prior written consent.
4.13. 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.
4.14. In addition to the provisions of this clause 4 and in respect of appropriate WS Goods:
4.14.1. Our employees, representatives or agents are not authorised to make any representations concerning the Goods or their installation unless confirmed by us in writing. You acknowledge that you do not rely on any representations that have not been confirmed in writing. Nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
4.14.2. Any advice or recommendation given by our employees, representatives or agents to you or your employees as to the storage, application, use, servicing or maintenance of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk, and we shall not be liable for any such advice or recommendation which is not so confirmed in writing.
4.14.3. 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 any contract between us and you and not for any other purpose without our permission. It must be returned on demand.
5. PROMOTIONS AND INCENTIVES
5.1. On occasions we will offer promotional codes and discounts herein described as ‘Promotional Codes’ (including without limitation discounts, offers, promotions, prize draws, vouchers, competitions etc) via different channels to new and/or existing Business Customers.
5.2. By using any Promotional Code, you are agreeing to the following:
5.3. General Terms of Usage:
5.3.1. A Promotional Code may on occasions only be redeemable online at our website www.eurocarparts.com. Discounts and/or free items cannot be redeemed in-store, via telephone or mail order unless expressly advertised.
5.3.2. A Promotional Code cannot be used in conjunction with any other offer, discount or promotion. Only one Promotional Code can be used per transaction.
5.3.3. 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, offers, vouchers and/or free items, as expressly advertised.
5.3.4. A Promotional Code is not exchangeable for cash and is not to be used in conjunction with any other offer, discount or promotions. Unless expressly advertised, Promotional Codes cannot be used for the purchase of gift vouchers and/or gift cards.
5.3.5. The Promotional Codes are non-transferable and non-refundable.
5.3.6. The Promotional Codes are not available to employees of Euro Car Parts Limited or any other associated companies.
5.3.7. 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 otherwise. 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.
5.3.8. By entering any such Promotional Code, all Business Customers agree to participate in any publicity arising from any awards, free offers etc and we reserve the right to feature the name, photograph and location of the Business Customer in any future marketing materials, website publications, promotions or competitions and you consent to the same.
5.4. Period of Use:
5.4.1. 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.
5.4.2. If no period is specified above, the Promotional Code shall be valid for no longer than 3 days from launch.
5.4.3 We reserve the right to (i) cancel or withdraw any Promotional Code, (ii) refuse to allow any Business 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 on the applicable advertisement or if during an online order process at the relevant checkout stage upon entry of the Promotional Code) and (v) amend this clause 5 (and we will use reasonable endeavours to notify changes to Business Customers).
5.5. Return of Goods or Cancellation of Order
5.5.1. 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.
5.5.2. 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.
5.5.3. 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.
5.5.4. 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).
5.5.5. Where a Promotional code has been communicated via email the Promotional Code is non-transferable and the email address provided with the order must be the same as the email address to which the Promotion was sent.
5.5.6. Where there is any conflict in this clause 5 with any other terms whatsoever attached to any other advertising material in respect of such Promotional Code, this clause 5 shall apply. This clause 5 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.
5.6. We shall have no liability for incorrect Goods purchased by you online for foreign registered cars. We will not offer advice to customers in respect of the suitability of any Goods prior to purchase.
5.7. For WS Goods, once we have completed the Services you cannot change your mind. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
Electronic Equipment & Software
5.8. Any electronic and/or computer data or programme(s) (or parts or developments thereof) and/or any programming code(s) including source code(s) and object code(s) (“Software”) may be made available to you via the purchase of certain electronic Goods (e.g. diagnostic kits). In order to benefit from using such Software you may be required to purchase a license through a single payment, multiple payments or subscription payment(s) (“Software Payments”) with the manufacturer or other third parties (“Software Owner”). By ordering such electronic Goods (including any Software) you acknowledge and agree that we have no control over such Software or Software Payments notwithstanding we may collect these Software Payments on behalf of the Software Owner.
5.9. By using the Software, you agree to be bound by the Software Owner’s terms and conditions.
5.10. We do not create or commission the creation of any Software and cannot be held responsible for the content or for any changes, mistakes, faults, defects, inaccuracies, irregularities or any other problems (“Software Problems”) encountered with any Software data. Any Software Problems will be the Software Owner’s responsibility and should be directed to the Software Owner.
5.11. Notwithstanding the remaining provisions of this clause 5, you acknowledge and agree that whilst you may cancel your Order for certain Goods within 14 days and we may reimburse you for such Goods (e.g. diagnostic kits) we cannot reimburse you for any Software Payments.
5.12. You will be wholly responsible for the use of the Software and any Software Payments incurred or to be incurred and we shall have no liability to you in this regard.
5.13. In the event that the Software has been opened/used/activated, you shall not be entitled to any refund for the Software.
5.14. Nothing in this clause affects your statutory rights.
6.1. Subject to clause 6.2, the prices 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 6.2.2). 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).
6.2. The price you pay for Goods and Services purchased an Order is the price displayed at the time we receive your Order apart from the following exceptions:
6.2.1. For Goods purchased online via our click and collect facility or via any other reservation service the price you pay is the price on the day of collection;
6.2.2. While we try and ensure that all our prices quoted at the time of the Order are accurate, some prices may be incorrectly listed on our internal management systems and /or on our Website. 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.
6.3. Where there is no error in our pricing as per clause 6.2.2 or otherwise, the price that you pay for the Goods and Services will be those ruling (in the case of Goods) at the date of despatch of the Goods or (in the case of Services) our confirmation of the start date of the Services.
6.4. 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.
6.5. Unless otherwise specified, prices quoted include delivery to destinations in the United Kingdom and we will select the mode of transport. The entire cost of any other mode of transport which you may specify will be borne by you, as will delivery to locations outside of the United Kingdom.
6.6. 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.
6.7. No allowance will be credited for Goods collected from our premises by you rather than delivered by us.
7.1. Unless otherwise stated all quotations are valid only for 30 days from their date of publication.
8.1. 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 20th day of the following month 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.
8.2. 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/guaranteed cheque/credit or debit card when order is placed or on delivery.
8.3. We reserve the right to charge a credit card surcharge if you elect to pay us by credit card.
8.4. Payments by credit or debit card will only be accepted where the card holder is present in person at our premises or where the card in question has been verified on the Website.
8.5. 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, 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 reimburse to us all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
8.6. All cheques provided to us by Business Customers who do not hold a credit account with us are approved for acceptance by our appointed agents. In the event of a cheque not clearing by our bank and 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. For all cheques provided to us by Business Customers with credit accounts, which when cashed by us, are not cleared by our bank and are being represented or returned to the drawer, we shall charge £25 for each cheque so returned to cover our bank and administration charges. To avoid the aforementioned charges, we advise that you have the sufficient and cleared funds in your account when making any payment to us.
9.1. The Goods (except for WS Goods) are delivered to you when we make them available to you at a delivery point agreed by us.
9.2. Time of delivery will not be of the essence and any delivery date is an estimate only. We shall use all reasonable endeavours to avoid late deliveries. You will have the right to cancel any order without liability to us if delivery is more than 30 days late. This clause 9.2 sets out your only remedy for such delay.
9.3. 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.
9.4. 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.
9.5. 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 15, 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 9.5 set out your sole remedy in such circumstances.
9.6. 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 our appointed carriers have obtained a signature for the delivery of the Goods, 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). 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 9.6 sets out your sole remedy in such circumstances.
9.7. 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.
9.8. If you fail to take delivery of the Goods or accept performance of the Services or any part thereof at the time agreed for delivery, then we will be entitled to cancel or suspend such delivery and all other outstanding deliveries and to charge you for the loss suffered.
9.9. 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:
9.9.1. 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
9.9.2. 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.
9.10. In addition to clauses 9.1 to 9.9 above, the following clauses 9.11 to 9.16 shall also apply to WS Goods and/or Services only.
9.11. For the avoidance of doubt, delivery of WS Goods shall be deemed to take place upon our or our agent’s arrival at the site specified in the Order or as may have been agreed (“Delivery”).
9.12. We shall not be liable for any delay in Delivery of the Goods howsoever caused and time for Delivery shall not be of the essence of any contract for us.
9.13. The Goods may be delivered by us in advance of the estimated delivery date which shall be confirmed with you (“Advance Date”).
9.14. If for any reason it is not possible for you to accept Delivery on that Advance Date you must notify us immediately in writing upon you receiving confirmation of the Advance Date.
9.15. You will indemnify us for any processing, delivery and return costs incurred by us or and/or our agents if you fail to provide us with appropriate notice and the Goods have been dispatched.
9.16. We may (at our discretion) deliver the Goods in instalments in any sequence, in which case each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these terms or any claim by you in respect of any one or more instalments will not vitiate the Contract in respect of the Goods previously delivered or any undelivered Goods nor shall it entitle you to treat the Contract as a whole as repudiated.
10.1. It is your responsibility to provide the means for unloading Goods on delivery unless agreed by us in writing. Otherwise we will inform you in advance if any special means will be required to unload the Goods at your premises.
11. STORAGE AND DISPOSAL
11.1. If you fail to take delivery of the Goods when they are ready for delivery we may, at our option, either store them ourselves or have them stored by third parties on such terms as we may in our own discretion think fit. In any event the cost of storage will be borne by you.
11.2. You shall:
11.2.1. 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 2006 ("WEEE Regulations") as arising or deriving from the Goods;
11.2.2. comply with all additional obligations placed upon you by the WEEE Regulations by virtue of you accepting the responsibility set out in clause 11.2.1; and
11.2.3. 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.
11.3. You shall be responsible for all costs and expenses arising from and relating to your obligations in clause 11.2.
11.4. We are part of the Advantage Waste Brokers WEEE producer Compliance Scheme and our Producer Registration Number is WEE/HB2719VY
12. RISK AND TITLE
12.1. Risk in the Goods passes to you when they are delivered to you in accordance with clause 9.1.
12.2. In accordance with clause 12.1, you will insure the Goods against theft, or any damage howsoever caused until their price has been paid in full.
12.3. For the purpose of section 13 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, we will transfer only such title or rights as that party had and has transferred to us.
12.4. Notwithstanding clause 12.3, passing of title 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 interest and costs) has been paid in full to us (in cash or cleared funds).
12.5. Where Goods are ordered by way of and are subject to a third-party funding arrangement with the third-party funder, 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.
12.6. We may 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 12.5.
12.7. Until ownership of the Goods has passed to you, you must:
12.7.1. Hold the Goods on a fiduciary basis as our bailee;
12.7.2. 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;
12.7.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
12.7.4. 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
12.7.5. hold the proceeds of the insurance referred to in clause 12.7.4 on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
12.8. You may resell the Goods before ownership has passed to you solely on the following basis:
12.8.1. any sale will be effected in the ordinary course of your business at full market value; and
12.8.2. 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.
12.9. Your right to possession of the Goods will terminate immediately if:
12.9.1. 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 (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
12.9.2. 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
12.9.3. you encumber or in any way charge any of the Goods; or
12.9.4. anything analogous to the foregoing occurs in any other jurisdiction; and
12.9.5. you breach the provisions of clause 19.1
12.10. If before title of the Goods passes to you, or you become subject to any of the events listed in clause 12.9 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 Supplier may at any time: (a) require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and (b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.
13. PERFORMANCE GOODS
13.1. Performance goods are supplied for specialist use and usually alter the vehicle from manufacturers’ specification. They can be subject to extreme use when compared to the usual goods that we supply ("Performance Goods"). The life expectancy and durability of Performance Goods can differ to standard goods depending on the item, and therefore you should note that a claim for failure or wear of the Performance Goods shall not be entertained by us. Any warranty claims sought in relation to Performance Goods shall be strictly subject to the manufacturers’ warranty terms for such items. It is also important that you know if an item falls into the category of Performance goods, for example uprated exhausts/suspension/air filters/performance brake parts. If you are unsure it is your responsibility to seek advice.
13.2. No liability shall be accepted by us where you attempt to modify or install Performance Goods where it is known or ought reasonably to be known by you that the Performance Goods have been incorrectly supplied or otherwise not in accordance with your order. Further, due to the stress that is placed on connected parts to which the Performance Goods are supplied, we strongly recommend that specialist advice from our experts is sought prior to purchase to ensure the Performance Goods are satisfactory for your vehicle. It is also recommended that you gain advice from a specialist garage to ensure the item purchased is suitable for your vehicle or planned use.
13.3. In the event that you purchase any Performance Goods, you must ensure that you are aware of the following:
13.3.1. Performance Goods and any modifications to your vehicle may render your motor vehicle insurance to be invalid and may also invalidate any vehicle warranty cover you may have. We bear no responsibility on any failure by you to advise your insurers or warranty providers, or for the invalidity of such policies;
13.3.2. Some Performance Goods are designed solely for track and race use, and it is your responsibility to ensure any alterations made to your vehicle are compliant and in accordance with legal and regulatory requirements in the UK or the country in which you use such vehicle;
13.3.3. Performance Goods and any modifications to your vehicle may adjust the emission output of your vehicle, and it is your responsibility to ensure that any alterations made to your vehicle are compliant with the legal and regulatory requirements for emission in the UK or the country in which you use such vehicle; and
13.3.4. it is your responsibility to ensure that any Performance Goods applied to vehicles or any modified vehicles on public roads are legal, safe and compliant with UK regulatory requirements for use on public roads.
13.3.5. As Performance Goods are not standard equipment, parts fitted, electrical parts or parts supplied specifically for a performance or modified vehicle cannot be returned unless deemed as faulty under the manufacturers’ warranty. Therefore, Performance Goods are exempt from the ‘No Quibble’ option as set out in clause 14.2.2 below; and shall only be subject to the warranty provisions as contained within clause 14.2.1 below.
14.1. Subject to clause 13.1, 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 ("the Warranty")) provided that you comply with the conditions set out in clause 14.2 as well as any provided with the Warranty ("Warranty Conditions").
14.2. If Goods become faulty during the period of the Warranty for reasons unconnected with your acts, omissions or misuse of the Goods, you can (subject to clause 14.6) opt to use one of the following two options:
14.2.1. notify us in writing and by completing a warranty claim form (including a description of the fault) and return such Goods to us. Such Goods shall be returned to the manufacturer for review and testing which may take up to 8 weeks. Based on the manufacturers’ opinion and further subject to clause 14.5 and 14.6, we will repair, (or at our sole option) replace such Goods with the same or Goods which are like for like, without charge or not provide any of the aforementioned. The manufacturer’s opinion shall be final, and binding and we shall have no further liability to you. 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.
14.2.2. certain Goods may qualify for our ‘No Quibble’ exchange policy (details of which Goods qualify can be found in-store or at request). Should the Goods you purchased qualify and comply with our Warranty Conditions, they can be exchanged for an immediate replacement of the same Goods purchased (for the avoidance of doubt, no other goods can be exchanged for the Goods purchased and only a like for like exchange will be accepted) and we shall waive our right to have the Goods previously purchased by you and returned for exchange, to be tested. You must note that should you opt for the No Quibble exchange, we will return the Goods purchased to the manufacturer and/or have them destroyed, and you will have no rights to make any further claims (such as those listed within clause 19.4) in relation to the Goods returned. You will need to complete a warranty claims form (which will be provided in-store) confirming your acceptance to our ‘No Quibble’ exchange policy.
14.3. Your sole remedy in respect of a failure of the Goods to comply with the Warranty is as set out in the Warranty Conditions.
14.4. 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 with carriage paid, to us for examination.
14.5. 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.
14.6. 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, 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.
15. REFUNDS POLICY
15.1. When you return Goods to us:
15.1.1. which are incorrectly supplied and/or are returned as new in their original packaging (and as per 15.1.2), 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
15.1.2. for any other reason, we will examine the returned Goods and will notify you in writing or via 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. The Goods must not have been used (such as any smell of without limitation fuel, toxins or rubber shall invalidate any refund due to you) and, where applicable, must not have been removed from the sealed clear packaging. This includes electrical items, which are supplied in sealed clear packaging. Goods returned to us because they fail to comply with the Warranty shall be refunded in accordance with the provisions of the Warranty Conditions.
15.2. "Special Order" means any Goods that are not held in stock by us (a non-stock item which may include some WS Goods) 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."
15.3. 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.
15.4. Please Note: we will not accept responsibility for loss or damage of returning Goods during transit.
16.1. We will perform the Services with reasonable care and skill.
16.2. If we fail to perform the Services in accordance with clause 16.1 or at all, then your sole remedy will be for the re-performance of those Services by us.
16.3. Any timescales given by us to you in respect of the performance of the Services are approximate only.
17.1. If the Services include installation services, we will provide detailed instructions to you about site preparation and other requirements required during the installation.
17.2. If you fail to fully comply with the requirements in clause 17.1, we reserve the right to charge you for any additional work required as a result or if we are unable to complete the installation.
18. SUPPORT AND MAINTENANCE
18.1. The provisions of this clause 18 will only apply if the Services purchased by you include the provision of support and maintenance services.
18.2. We will provide you with such technical advice by telephone, e-mail, fax, and web access during our normal business hours for the duration of the period for which you purchase such Services ("Cover Period") as is reasonably necessary to resolve your difficulties and queries in using such goods supplied to you and identified by us. The objective of this service is to provide an initial advice and guidance service. It is not a substitute for management consultancy, project management, implementation control, system consultancy, or product training and is available only to your competent trained employees.
18.3. You will:
18.3.1. provide us with such information, assistance and facilities as we may reasonably require to enable us to perform the Services set out in this clause 18; and
18.3.2. direct all enquiries for technical advice to our helpdesk number notified to you from time to time.
18.4. The support and maintenance services do not apply:
18.4.1. to the extent that you failed to follow any instructions relating to the operation, use and maintenance of the Goods (and where you install the Goods, instructions as to installation of the Goods);
18.4.2. to the extent that the query arises from user incompetence, abuse, improper use or use in an environment or for a purpose for which the Goods were not designed or intended;
18.4.3. if you or other third party alters or repairs the Goods without our written consent; or
18.4.4. to the extent that the query is attributable to third party materials including any equipment to which the Goods are incorporated which is not provided by us.
18.4.5. You will pay any additional charge levied by us, at our then prevailing rates, for support and maintenance services provided at your request but which fall within the exclusions in clause 18.4.
18.5. The Services referred to in this clause will run for the Cover Period and will (unless terminated earlier in accordance with these terms) continue thereafter unless or until terminated by either party serving no less than 90 days’ prior notice on the other, such notice to expire on the last day of the Cover Period or subsequent anniversary thereof. We reserve the right to vary the fee payable for such Services on or before each anniversary of commencement of the Cover Period.
19. LIMITATION OF LIABILITY
19.1. Subject to the provisions of these terms, the following provisions set out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
19.1.1. Any breach of these terms; and
19.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
19.2. 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 the Contract.
19.3. Nothing in these terms excludes or limits our liability:
19.3.1. for death or personal injury caused by our negligence;
19.3.2. under section 2(3) of the Consumer Protection Act 1987;
19.3.3. for fraud or for fraudulent misrepresentation; or
19.3.4. for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
19.4. Subject to clause 19.3, we will not be liable to you for:
19.4.1. any indirect or consequential, special or punitive loss, damage, costs or expenses;
19.4.2. loss of profit
19.4.3. loss of business;
19.4.4. loss of income or revenue;
19.4.5. loss or corruption of or damage to data;
19.4.6. waste of management or office time; or
19.4.7. depletion of goodwill
19.5. Subject to clause 19.3, our total liability to you under or connected with these terms will not exceed 125% (one hundred and twenty-five per cent) of the price payable for the Goods and/or Services for any one event or series of connected events.
20. TERMINATION AND SUSPENSION
20.1. 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 the Contract or any other agreement with us or if any of the events set out in clause 12.9 occur.
20.2. On the termination of the Contract for any reason:
20.2.1. we will not be obliged to supply any Goods and Services ordered by you unless already paid for; and
20.2.2. all payments payable to us under the Contract will become due immediately upon termination of this Contract despite any other provision.
20.3. The termination of this 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.
20.4. 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.
21. ANTI-BRIBERY & CORRUPTION
21.1. You shall:
21.1.1. comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
21.1.2. 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;
21.1.3. not induce or reward us or our directors, officers, representative, contractors or personnel to perform or improperly perform a function or activity in connection with this Contract;
21.1.4. 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 this 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);
21.1.5. if you are a business, organisation, partnership, limited liability partnership or a company, have and maintain in place throughout the 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;
21.1.6. 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 this Contract.
21.2. Without prejudice to clause 20.1, we may terminate the supply of any Goods or Services to you forthwith if you breach any of the provisions of clause 21.1 above.
22. MODERN SLAVERY
22.1. 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.
23. FORCE MAJEURE
23.1. We will not be liable for any failure in the performance of any of our obligations under the Contract caused by factors outside our control.
24. LAW AND JURISDICTION
24.1. This Contract will be governed by English law and you consent to the exclusive jurisdiction of the English courts in all matters regarding it.
25.1. Any notice given under this Contract will be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission (the latter confirmed by post), by email (evidence confirming the same by post) or by any other means which any party specifies by notice to the other.
25.2. Each party’s address for the service of notice will be:
25.2.1. Us - the address specified in clause 1.2 or such other address and facsimile number as we specify by notice to you; and
25.2.2. You – the address and facsimile number given to us at the time an order is placed with us.
25.3. 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 it was served by facsimile transmission, at the time of transmission and if via email once it has been transmitted.
26.1. Each of our rights or remedies under the Contract is without prejudice to any other right or remedy that we may have whether under the Contract or not.
26.2. If any provision of the 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 the Contract and the remainder of such provision will continue in full force and effect.
26.3. Failure or delay by us in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of our rights under the Contract.
26.4. Any waiver by us of any breach of, or any default under, any provision of the Contract by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
26.5. Neither of us intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
27. HaynesPro – End-user Licence Agreement (EULA)
27.1. HaynesPro B.V. Flankement 63811 SM LEUSDEN The Netherlands (“Licensor”) is a [third party creator] and provider of automotive data solutions to the automotive aftermarket industry (“Technical Data”).
27.2. Without prejudice to the remaining provisions of our Terms, where you purchase and/or benefit from and/or use any Licensor Technical Data through us:
27.2.1. the Technical Data is at all times granted by the Licensor, to us, by way of licence only; and
27.2.2. the EULA is a legally binding agreement between you and the Licensor. You agree that the EULA is supplemental to and enforceable in the same way as our Terms. This EULA regulates the use of the Technical Data (possibly with associated software) originating from the Licensor. By clicking on the ‘I agree’ button you agree to be bound by these EULA Terms. If you do not click the “I agree” button, you do not accept these EULA Terms and you cannot and are not permitted to make use of the Technical Data. The terms of the EULA can be found at www.omnipart.eurocarparts.com/haynes-pro-end-user-licence-agreement.
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