1. Definitions In this Contract, the following expressions have the following meanings:
Allowance: Has the meaning set out in clause 8.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.
Contract: the contract between the Seller and the Purchaser for the sale of a Vehicle in accordance with these Conditions.
Order Form: A document setting out the Purchaser’s written instructions for the Seller to provide the Vehicle incorporating these Conditions.
Order: the Purchaser’s order for the Vehicle, as set out either in an Order Form or an email.
Purchaser: the purchaser of the Vehicle as set out in the Order Form.
Seller: Hyde Time Limited a company registered in England and Wales under company number 05761181.
Total Retail Price: The amount specified on the Order Form.
Vehicle: the goods being ordered and supplied as detailed on the Order Form
2. Contract a. When the Purchaser signs the Order Form, it accepts the Conditions set out in this Agreement. Please read this Agreement carefully and if there is anything you do not understand, or may not agree with, ask any member of staff at the retailer where the Order is placed. If the Purchaser wishes to rely on any amendment or addition to the Agreement, it should ensure it is confirmed in writing by one of the Sellers duly authorised representatives. If the Seller agrees any variation in the Vehicle, this shall be deemed to be an amendment to the Agreement rather than a new agreement.
b. The Purchaser must provide the Seller with such information as may from time to time be requested in order to comply with money laundering legislation, and guarantee the accuracy of the information so supplied
3. Accessories Any accessories fitted or supplied by the Seller will be covered by any warranty given by the manufacturer of those accessories.
4. Delivery a. Delivery will take place at the retailer detailed on the Order Form unless otherwise agreed.
b. Whilst the Seller will make every effort to deliver the Vehicle ordered by the estimated delivery date, it will not be liable for any claim for compensation or loss of any description (including any variation in part-exchange valuation) that may result from, delay due to reasons beyond our control. If delay arises in this way, the Seller will contact the Purchaser to agree an alternative delivery date.
c. The Vehicle may be delivered by the Seller in advance of the estimated delivery upon giving 14 days prior notice to the Purchaser;
d. If the Vehicle is not delivered within three calendar months of the estimated delivery date, the Purchaser or the Seller may elect by notice in writing to the other party to cancel this Contract. Upon such cancellation the Purchaser’s deposit shall be returned and the Seller shall be under no further liability to the Purchaser;
e. Delivery shall be deemed to have been made on the date that the Vehicle is made available for collection by the Purchaser and the Seller has given notice to the Purchaser that the Vehicle ready for collection.
5. Price and payment a. The Purchaser shall not be permitted to collect and take away the Vehicle until the Total Retail Price of the Vehicle has been discharged in full unless this condition has been expressly excluded in writing by an authorised representative of the Seller;
b. If the price or any part of the price for the Vehicle is to be paid by cheque whether bank or building society then the cheque must be paid to the Seller at least ten banking days in advance of the estimated delivery date. A cheque given in payment or part payment shall not be treated as a discharge until the same has been cleared.
c. If the price or any part of the price for the Vehicle is to be paid in cash or bankers draft then such payment or part payment may be made on the day of collection provided that the Vehicle shall be collected within 14 days of delivery.
6. Failure to Collect Goods If the Purchaser shall fail to collect and pay for the Vehicle within 14 days of delivery as provided for in clause 4(e) then the Seller may elect to treat the Contract as repudiated by the Purchaser and thereupon the Purchaser’s deposit shall be returned less a sum equivalent to any damages loss or expenses which the Seller may have suffered or incurred by reason of the Purchaser’s default and the Seller shall be under no further liability to the Purchaser.
7. Ownership of Goods a. Not withstanding delivery and the passing of risk in the Vehicle, or any other provision of these Conditions, title in the Vehicle shall not pass to the Purchaser until the Total Retail Price has been discharged in full in accordance with these Conditions. b. Until such time as title to the Vehicle passes to the Purchaser in accordance with clause 7(a):
i. the Purchaser shall keep the Vehicle properly stored, protected and insured and identified as the Seller’s property;
ii. the Seller shall be entitled at any time to require the Purchaser to deliver up the Vehicle to the Seller and if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the Vehicle is stored and repossess the Vehicle;
c. The Purchaser shall not be entitled to sell, 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 Purchaser does so, all monies owing by the Purchaser to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. Part Exchange In the event that the Seller agrees to accept a used motor vehicle from the Purchaser as partial payment for the price of the Vehicle (“Allowance”) such agreement shall be subject to the following conditions a. The Purchaser warrants and represents that;
i. The number of registered owners stated on the Order Form are correct and that the used motor vehicle has not at any time been used as a multiuser vehicle;
ii. it has good title to the used motor vehicle and it is unencumbered by any third party interest whatsoever;
Or
i. The Purchaser has declared all interests to which the used motor vehicle is subject and whether (if known) the used motor vehicle was when new supplied via the manufacturers official distributors for Great Britain.
ii. The particulars of the used motor vehicle given by the Purchaser are correct and that so far as the Purchaser is aware the milometer reading is accurate.
iii. So far as the Purchaser is aware, the motor vehicle has not been the subject of any accident or any other damage of whatsoever nature and howsoever caused nor any insurance claims or total loss claims.
b. If any interest declared pursuant to clause (a) (iii) is capable of a settlement the Seller may elect to discharge such interests and deduct expenditure from the Allowance.
c. The used motor vehicle shall be delivered in the same condition as the date it was examined by the Seller (fair wear and tear accepted);
d. That the used motor vehicle shall be delivered upon collection of the Vehicle together with any spare key sets, spare alarm remotes, registration documents, service documentation, MOT certificates, service invoices, warranty documentation, and all other appropriate documentation and with the registration book completed and for the avoidance of doubt the Purchaser shall not be permitted to collect the Vehicle until the used motor vehicle shall have been delivered to the Seller;
e. Title to the used motor vehicle shall pass absolutely on delivery to the Seller;
f. The Allowance quoted by the Seller shall be binding on the Seller for one calendar month from the estimated date of delivery of the Vehicle and thereafter, on giving notice to the Purchaser may be reduced at a rate of 2.5% per month provided that nothing in this clause shall affect the rights of the Purchaser under clause 4(d).
In the event that any of the warranties in clause 8(a) prove to be untrue or a breach of clause 8©, the Seller shall be entitled to reverse the Allowance to take account of such breach and where this is a reduction in the Allowance the Purchaser shall be liable to pay the difference between the original and reduced Allowances to ensure payment of the Total Retail Price of the Vehicle in accordance with clause 5 of these Conditions.
9. New Goods/Used Goods a. Where the Vehicle to be supplied by the Seller is new, then the following conditions shall apply: i. The Purchaser shall be bound to pay any amount of car tax and value added tax or other tax or duty that the seller has legally become bound to pay, notwithstanding any amount specified on the Order Form;
ii. The Seller shall undertake that the pre-delivery work specified by the manufacturer will be carried out and the Vehicle will be sold with the benefit of the manufacturers warranty.
iii. If before delivery of the Vehicle the Manufacturer/Concessionaire’s recommended retail price is altered, the Seller shall give notice of such alteration to the Purchaser whereupon:
a. If the recommend retail price is increased the Purchaser will be informed of the amount it is intended to be paid. If the Purchaser does not agree to such payment it shall have the right to cancel this agreement within 21 days of receiving notice of the increase and any deposit paid by the Purchaser shall be returned. Should the Purchaser fail to notify the Seller that it does not accept the increase within 21 days, the increased amount will be added to the final amount to be paid by the Purchaser.
b. If the Manufacturers recommended retail price is reduced, the Seller will notify the Purchaser of the reduced price that it will be called upon to pay;
iv. In the event that the Manufacturer is unable to accept the order for the Vehicle then the Seller may be notice in writing to the Purchaser cancel the Contract. Upon such cancellation any deposit paid by the Purchaser shall be returned and the Seller shall be under no further liability to the Purchaser.
b. In the event that the Vehicle supplied by the Seller is notified to the Purchaser as having not been originally supplied via the Manufacturers official distributor for Great Britain, the Purchaser accepts that the specification may vary from British specification. The Seller will supply the appropriate manual for the Vehicle and the vehicle log book. It shall also make the Vehicle available for inspection by the Purchaser but shall not be liable to the Purchaser for any variation from the British specification.
c. If the Seller is unable to deliver the model, specification or Vehicle ordered because the manufacturer cannot produce or ceases making them, whether before or after the estimated delivery date, the Seller may cancel the Contract and refund any deposit the Purchaser may have paid in full. This includes models no longer available due to Model Year changes.
d. If the Seller is unable to supply any accessory (factory fitted or otherwise) that the Purchaser has ordered as part of the specification, the Seller will contact the Purchaser and offer either to substitute a reasonable equivalent or to delete the accessory from the Contract and adjust the purchase price accordingly. Subject to this, the Purchaser shall have no claim against the Seller in respect of its failure to supply any accessory and shall not be entitled to cancel the Agreement.
e. Manufacturers reserve the right to amend the published specification of vehicles without notice.
10. Examination of Goods a. With regards to Purchasers who are acquiring the Vehicle for business purposes prior to signing the Order Form the Purchaser shall examine the Vehicle to be purchased (if such is available for inspection) and the Purchaser is reminded that the condition of satisfactory quality implied by the Sale of Goods Act 1979 does not operate in relation to such defects which such an examination ought to reveal. If the Vehicle is sold subject to defects that have been notified by the Seller to the Purchaser before the signing of the Contract, the condition of satisfactory quality referred to above does not operate in relation to those defects.
b. In accordance with the Consumer Rights Act 2015 the Seller will have provided or made available to the Purchaser an approved Vehicle Health Check Report which confirms that at time of delivery the Vehicle is free from any known defect. The Purchaser will make known to the Seller any particular or specific purpose that the Vehicle is to be used for before a sale is agreed; by signing the Order Form the Purchaser agrees that they are satisfied that the Vehicle will meet those requirements. In addition, by signing the Order Form the Purchaser agrees that they have inspected the vehicle as set in clause 10(a) and that the Vehicle matches the description expected and any specific items or specification which are essential in the Purchasers decision to purchase have been identified and confirmed as present by the Purchaser.
11. Claims Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet the specification is notified to the Seller, the Seller shall be entitled at its sole discretion either to replace or repair the Goods (or the part in question) free of charge or to refund the Purchaser the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Purchaser.
12. Force Majeure The Seller shall not be liable to the Purchaser or be deemed to be in breach this Contract for reason of any delay in performing or any failure to perform, any of the Seller’s obligations in respect of the Vehicle, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the forgoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
a. Act of god, explosion, flood tempest, fire or accident
b. War or threat of war, sabotage, insurrection, civil disturbance or requisition;
c. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
d. Import or export regulations or embargoes;
e. Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
f. Difficulties in obtaining the Vehicles, raw materials, labour fuel, part of machinery;
g. Power failure or breakdown of machinery.
13. Finance Notwithstanding the provisions of this Contract the Purchaser may arrange for a Finance Company to purchase the Goods from the Seller at the price payable hereunder and the Vehicle shall be delivered to or to the order of the Finance Company.
14. Distance and Off-Premises Sales a. If the Purchaser is a consumer and this Contract has been concluded (a) without any face to face contact the Seller and the Purchase or anyone acting on their respective behalf’s, or (b) in the simultaneous physical presence of the Seller and the Purchaser but in a place which is not the business premises of the Seller, the Purchaser may give notice cancelling this Agreement within 14 days of taking delivery of the Vehicle. To exercise the right to cancel, the Purchaser must inform the Seller in writing of its decision to cancel the Agreement (e.g. letter sent by post, fax or e-mail). If required, please request a cancellation form from The Centre Principal at the location that you placed your order.
b. In the event of a cancellation, it is the Purchaser’s responsibility to return the Vehicle to us in the same condition and specification as it was when delivered. The Purchaser will be responsible for the direct cost of returning the Vehicle but, in any event, such cost shall not exceed the sum of £500.00 (Five Hundred Pounds). The Purchaser must ensure that the Vehicle is returned with the same items with which it was sold. This includes (but is not restricted to): service packs, manuals, hand-books, locking wheel nuts, entertainment systems, tools & keys. If the Purchaser has altered, modified, personalised, or adapted the Vehicle in any way it will have no right of cancellation.
c. The Seller shall be entitled to make a deduction from the reimbursement if the Vehicle has suffered any diminished value due to the Purchaser handling or using it beyond what is necessary to establish its nature, characteristics and function; i.e. handling or use beyond what a customer would reasonably undertake when appraising and test-driving a vehicle at a retailer prior to purchase.
d. The V5C registration document must be returned to the Seller as soon as the Purchaser receives it from DVLA. This forms part of the goods and no reimbursement will be made until this is received.
e. Providing the Vehicle is returned to the Seller in line with the conditions stated, the Seller will process any reimbursement due within fourteen days of the date the Vehicle or V5C registration document (whichever is the later) is received by the Seller. The reimbursement will be executed in the same way that payment was originally made, less any deduction for diminished value.
f. If the cancelled Contract involved a part-exchange vehicle, the Seller will (at its sole discretion) return the part-exchange or pay the agreed part-exchange value to the Purchaser.
g. If the Purchaser has committed to a finance agreement, it must inform the finance company immediately of the cancellation in writing. The Purchaser will be liable for any early termination fees. The Seller will do its best to avoid such fees, and only apply them if the finance provider charges such a fee.
15. Notices a. Any notice provided for in these Conditions must be in writing and be sent by first class post to the residence or place of business of the person to whom it is addressed. It will be assumed that such a notice has been received by the addressee no later than two days after posting.
b. Any telephone calls made between the Seller and the Purchaser may be recorded and the contents of such conversations used to support any Contract.
c. It is the Sellers responsibility to supply the Purchaser with goods that meet the Purchasers consumer rights. If the Purchaser has any concerns that the Seller has not met its legal obligations, please contact the Seller.
d. In the event of a complaint, in the first instance a Purchaser should address its concern to the Sales Manager at the purchasing branch. If the issue remains unresolved, please contact the Centre Principal.
16. Waiver Any waiver by the Seller or the Purchaser of any breach of Contract by the other shall be in writing and shall be considered as a waiver of any subsequent breach of the same or of any other provision. Without prejudice to the generality of the foregoing, failure by either party to enforce or at any time of for any period any one or more of the conditions shall not be a waiver of them or of the right at any time subsequently to enforce all of them.
17. Variation of the Conditions Any variation of these Conditions shall not be effective unless made in writing and signed by an authorised representative of the Seller and the Purchaser.
18. Invalidity of Conditions If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the remaining provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
19. Alternative Dispute Resolution The Seller subscribes to the Motor Industry Code of Practice and will always attempt to resolve any disputes quickly and efficiently. However, if you are a consumer and remain dissatisfied with the outcome and explanation the Seller has provided, The Seller recommends you contact the Motor Ombudsman. The Motor Ombudsman is the automotive dispute resolution body and is a provider of Alternative Dispute Resolution (ADR), offering conciliation and arbitration. You can contact them via www.themotorombudsman.org or on their advice line 0345 241 3008. Their decision will be legally binding.
20. Privacy The General Protection Regulation requires the Seller to have a Data Privacy Notice which informs Purchasers how the Sellers process their data while in our possession. Such notice is available on the Sellers website or in one of the retailers. If at any time a Purchaser wishes to opt out of any communication from the Seller or wishes to have their personal details amended or deleted from the Sellers records, please email your request to updatemydetails@westriding.co.uk.
21. Applicable Law This contract shall be governed by the Laws of England and the Parties shall submit to the exclusive jurisdiction of the English Courts.
22. Third Party Rights No person who is not a party to this Contract may in its own right enforce any terms or the Contract provided that this clause shall not affect any right or action of any person to whom this Contract is lawfully assigned.
Where the Purchaser is not dealing as a consumer as defined in the Unfair Terms in Consumer Contract Regulations 1999 as amended or replaced from time to time then the following conditions will apply to the Contract in addition to conditions 1-22.
23. Defective Goods Without prejudice to clause 10 above any claims by the Purchaser which are based on any defect in the quality or condition of the Vehicle or their failure to correspond with specification shall (whether or not delivery is refused by the Purchaser) be notified to the Seller within 14 days from the date of collection of the Vehicle or the date of refusal of delivery as the case may be or (where the defect of failure is not apparent upon reasonable inspection) within a reasonable time after the discovery of the defect or failure. If delivery is not refused, and the Purchaser does not notify the Seller as above the Purchaser shall not be entitled to return of make any claim in respect of the Vehicle and the Seller shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the price as if the Vehicle had been delivered in accordance with the Contract.
24. Liability Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Purchaser by reason of any representation, or any implied warranty, condition or other terms, or any duty at common law or under the express terms of this 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, it employees or agents or otherwise) which arise out of or in connection with the supply of the Vehicle or their resale by the Purchaser, except as expressly provided in these Conditions.
25. Termination/Suspension a. This clause applies if:
i. The Purchaser (being a company) makes any voluntary arrangement with it creditors or becomes subject to an administration order or has an administrative receiver appointed or goes into insolvent liquidation or (being a partnership) becomes wound up or a receiver is appointed or enters into an individual voluntary arrangement or;
ii. An encumbrancer takes possession of any of the property or assets of the Purchaser;
iii. The Purchaser ceases, or threatens to cease, to carry on business;
iv. The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser accordingly.
b. If this clause applies without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel this Contract or suspend delivery under this Contract and forfeit any deposit paid by the Purchaser without any liability to the Purchaser, and if the Goods shall have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
26. Authority The Purchaser shall be deemed to be personally liable for the contract even though he shall hold himself out as acting as agent for a Principle and despite him having purported to sign the order form overleaf in a representative capacity so that their liability shall be joint and several. The Purchaser warrants that he has the authority to bring the Principle to this Contract as agent on its behalf.
27. Guarantor In the event of the Purchaser or the agent for the purchaser being a limited company, it is agreed that the Contract is being entered into at the request of the signatory of the Order Form (“Guarantor”) and in consideration of the Contract being entered into at the request of the Guarantor, the Guarantor warrants that the Purchaser is a properly constituted limited company empowered to enter into the contract that he had authority to bind the Company to this contract as agent on its behalf and guarantees to the Seller (as witnesses by his signature to the order form which he shall be deemed to have signed both as agent for and on behalf of the Company and in his capacity of Guarantor) as follows:
That the Purchaser will observe and perform all of its obligations under this contract and will pay and make good to the Seller all losses, costs, damages and expenses of the Seller occasioned by the non-performance or non-observance by the Purchaser of all of the terms and conditions of the contract or any of them but without prejudice to the generality of the foregoing) the non payment of the whole or any part of the Total Retail Price or any other monies which may become due on delivery of the Vehicle and it is agreed that any neglect or forbearance on the part of the Seller in enforcing or giving time to the Purchaser for the performance of the terms and conditions of this contract or any of them shall not in any way release or exonerate or in any way affect the liability of the Guarantor under this condition and this condition shall not in any way lessen any right of action of the Seller in respect of any non-observance, non-performance or other default by the Purchaser.