| 1.1 | Definitions |
| 1.1.1 | After Sales Complaints Procedure, means the after sales complaints procedure and conditions set out in the Second Schedule hereto |
| 1.1.2 | Agreed Selling Price, means the price required or agreed by a Vendor for a Vehicle |
| 1.1.3 | Autofind, means the Company's computerised stock locator system for the sale and purchase of vehicles which operates under the name of ‘Autofind' |
| 1.1.4 | Arbitration, means an arbitration carried out by the Inspector where he is asked to arbitrate under the Conditions |
| 1.1.5 | The Company, means Autorola Limited whose registered office is at Oakfield House, Tytherington Business Park, Tytherington, Macclesfield SK10 2XA (and which is registered in England and Wales under company registration number 3372055) |
| 1.1.6 | Conditions means the terms and conditions set out in this document and any special terms and conditions agreed in writing by the company |
| 1.1.7 | Fees, means the various fees defined below under 'fees' |
| 1.1.8 | Inspection, means an independent inspection of a Vehicle following a complaint by a Purchaser under the After Sales Complaints Procedure |
| 1.1.9 | Inspector, means the independent specialist (who may be an individual, partnership or a company) appointed by the Company to carry out the Inspection |
| 1.1.10 | Purchaser, means any person, persons firm, company or organisation who purchases a vehicle through the Systems and includes any principal for whom a Purchaser is acting as agent and 'Purchasers' shall be construed accordingly |
| 1.1.11 | Self-Collection, means the Purchaser opts out of the Company's managed transport procedure and arranges collection of the vehicle from the Vendor themselves |
| 1.1.12 | “Systems” shall mean the Autofind Stock Locator and Autorola Auction Platforms from time to time operated by the Company and where appropriate “the Systems” shall mean either or all of the said systems |
| 1.1.13 | Title Indemnity, means an insurance backed indemnity provided by the Experian Group (or such other organisation as the Company may from time to time use) to cover any loss to at least the trade market value which the Purchaser may suffer at any time within the period of twelve months from the Purchaser's purchase of the Vehicle arising from any defect in the Vendor's title to the Vehicle. The amount paid out pursuant to the Title Indemnity shall not exceed the trade market value. |
| 1.1.14 | Vehicle, means any vehicle offered for sale or sold through the Systems and 'Vehicles' shall be construed accordingly |
| 1.1.15 | Vehicle Criteria, means the criteria set out in the Third Schedule hereto |
| 1.1.16 | Vendor, means any person, persons firm, company or organisation selling a Vehicle or Vehicles through the Systems and includes not only the owner or owners of the Vehicle but also any authorised agent and any other person offering the Vehicle to the Company for sale whether or not such person is authorised by the owner and 'Vendors' shall be construed accordingly |
| 1.2 | Definitions - Fees |
| 1.2.1 | 'Aborted Delivery Fee' means the sum of £190 plus VAT |
| 1.2.2 | 'Cancellation Fee' means the sum of £390 plus VAT |
| 1.2.3 | 'Inspection Fee' means the sum of £200 plus VAT |
| 1.2.4 | 'Non-Direct Debit Penalty Fee' means the sum of £100 plus VAT |
| 1.2.5 | 'Marketplace Buyers Fee': - Vehicle Sale Price: £0-£19,999 means the sum of £250 plus VAT"
- Vehicle Sale Price: £20,000-£29,999 means the sum of £350 plus VAT"
- Vehicle Sale Price: £30,000-£39,999 means the sum of £450 plus VAT"
- Vehicle Sale Price: £40,000-£49,999 means the sum of £550 plus VAT"
- Vehicle Sale Price: £50,000-£59,999 means the sum of £650 plus VAT
- Vehicle Sale Price: £60,000+£69,999 means the sum of £750 plus VAT
- Vehicle Sale Price: £70,000+ means the sum of £850 plus VAT
|
| 1.2.6 | 'Self Collection Transaction Fee': means the sum of £50 plus VAT |
| 1.2.7 | 'Sellers Fee' means the sum of £150 plus VAT |
| 1.2.8 | 'Transport Fee (Driven)' means the sum of £190 plus VAT for UK mainland delivery within 400 miles. |
| 1.2.9 | 'Transport Fee (Transported)' The Company will provide you with a quote for this upon request. |
| 1.2.10 | 'User' means any user of the site whether a Vendor or a Purchaser. |
| 1.2.11 | Instant Bank Payment Fee – means the sum of £25 Plus VAT |
| 1.3 | Conditions Applicable |
| 1.3.1 | These Conditions shall apply to all contracts for sale of Vehicles between Vendors and Purchasers affected through the Systems and to the legal relationship between: - the Company and Vendors
- the Company and the Purchasers
- Vendors and Purchasers
in relation to such sales. |
| 1.3.2 | These Conditions shall apply to exclusion of all other terms and conditions including any terms and conditions which a Vendor or Purchaser may purport to apply under any purchase order confirmation of order or similar document |
| 1.3.3 | Any offer by a Vendor to sell a Vehicle through the Systems shall be deemed to be an offer by the Vendor to sell such Vehicle pursuant to these Conditions |
| 1.3.4 | Any agreement by a Purchaser to purchase a Vehicle through the Systems shall be deemed to be an offer by the Purchaser to purchase such Vehicle pursuant to these Conditions |
| 1.3.5 | No variation to these Conditions shall be effective unless agreed in writing by the Company |
| 1.4 | Company's rights |
| 1.4.1 | Motor traders, fleet companies and lease companies can register as "users" of the Company Vehicle auction. The different types of users are subject to different rights and obligations. |
| 1.4.1.1 | The Company reserves the right to deny access to users without further explanation or to make approval of a user subject to special conditions. |
| 1.4.1.2 | The Company decides which category each user belongs to and is entitled to transfer a user to another category without notice. |
| 1.4.1.3 | The Company is entitled to cancel a user account at any time with immediate effect. Should a user account be cancelled, this will not impact on any sale agreements already established at the Company, and the user will continue to be bound by any Vehicles already registered or bids entered. This will be the case unless the Company decides otherwise. |
| 1.4.1.4 | All users choose a username and password. These are strictly confidential and must not be passed on to others. Should the user become suspicious that someone else has become aware of their password, they must immediately inform the Company, who will block any further access to the account to prevent misuse of the system in the user's name. The user will then receive a new password. The user is always liable in the event that their username and password are misused. |
| 1.4.2 | The Company's intangible rights |
| 1.4.2.1 | All rights relating to the systems, including all terms, conditions, descriptions, data, procedures and know how rest with the Company alone or its licensors. All copyrights, trademarks and all other intangible rights to and relating to the systems and the Company, rest with the Company alone or its licensors. |
| 1.4.2.2 | Any form of copying, replication or other kind of imitation is forbidden. |
| 1.4.2.3 | Users must not use any part of the content on the Company’s site for commercial purposes without obtaining a licence to do so from the Company or its licensors. |
| 1.4.2.4 | If users print off, copy or download any part of the Company’s site in breach of these terms of use, the user’s right to use our site will cease immediately and the user must, at the Company’s option, return or destroy any copies of the materials made. |
| 1.4.2.5 | The content on the Company’s site is provided for general information only. It is not intended to amount to advice on which users should rely. Users must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Company’s site. |
| 1.4.2.6 | Although the Company makes reasonable efforts to update the information on this site, we make no representations, warranties or guarantees, whether express or implied, that the content on the Company’s site is accurate, complete or up to date. |
| 1.4.2.7 | The Company’s site may include information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values. |
| 1.5 | Auction Procedure |
| 1.5.1.1 | The Company manages the start and close of the auction in all cases. |
| 1.5.1.2 | The Company reserves the right to cancel or change scheduled auctions without notice. |
| 1.5.1.3 | The Company is entitled to cancel an auction at any time without providing an explanation and without constituting a basis for monetary claims against the Company. Such cancellations may take place both before and during the auction. Completed auctions cannot be cancelled. |
| 1.5.1.4 | Extended auction |
| 1.5.1.5 | The Company lists Vehicles that are not sold at the ordinary auction under the "Extended auction". |
| 1.5.1.6 | The Extended auction serves as a catalogue of Vehicles which have been offered but not yet sold via the Company. |
| 1.5.1.7 | All users can bid via the extended auction. If a user bids via the Extended auction, the Terms and Conditions for Purchasers at the auction apply. |
| 1.5.1.8 | All bids are binding. |
| 1.5.1.9 | Vehicles will be listed on the Extended auction for as long as the Company feels appropriate. |
| 1.5.1.10 | In the extended auction, unlike the ordinary auction, the Vendor must approve a bid before a sale agreement is binding. |
| 1.5.1.11 | If the Company arranges an agreement between the Purchaser and Vendor at the extended auction, or in any other way, these Terms and Conditions apply. |
| 1.5.2 | Bidding regulations |
| 1.5.2.1 | All Vehicles offered in the auction will be sold provisionally, pending availability with the Vendor; sales will be confirmed within two hours of the auction ending. |
| 1.5.2.2 | Bids entered are binding on the bidding party. The Purchaser chooses the maximum amount they wish to bid at the auction. If the bid is less than or equal to the Vendor's reserve price, the full bid is immediately registered as the highest bid. If the bid is above the reserve price, the reserve price is immediately registered as the highest bid. |
| 1.5.2.3 | When there are two or more bids equal to or above the reserve price, the bidder who has outbid the others (by the fixed bid increment specified on the auction) is entitled to the Vehicle. If two bidders enter the same bid, the first bid received will become the highest bid. |
| 1.5.2.4 | If a bid higher than the bid entered has already been made, the bid entered will be immediately outbid. |
| 1.5.2.5 | Bids cannot be reduced or cancelled once they have been made. |
| 1.5.2.6 | All bids entered are recorded and may be stored by the Company for as long as the Company wishes. |
| 1.5.2.7 | The auctioneer reserves the right to bid on behalf of the Vendor |
| 1.5.2.8 | If there are any matters of dispute in relation to a bid, these will be finally decided with binding effect by the Company. |
| 1.5.2.9 | Subject always to the Company’s right to cancel set out in condition 1.5.1.3, once a bid has been entered on a Vehicle which is equal to or above the Vendor's reserve price, a binding agreement exists between the Vendor and the highest bidder and both parties are obligated to complete the sale transaction. The Vendor is thereby obligated to supply the Vehicle in the condition described to the highest bidder and the highest bidder is obligated to accept and pay for the Vehicle. This is also the case if an agreement is arranged through the Company customer centre or by the Company in any other way. |
| 1.5.3 | Auction Pricing |
| 1.5.3.1 | The Vendor sets their own price. If the Company manages in any way to procure a Purchaser willing to pay the reserve price or above for the registered Vehicle as described, the Vendor is obligated to sell. This is also the case if the Vendor accepts a lower bid by agreement with the Company. |
| 1.5.3.2 | The Company reserves the right to refrain from approving any Vehicle without notice or subsequently remove the Vehicle from the auction if the Company believes the price entered is too high. Where the price is too high, the Company will recommend a new price. |
| 1.5.3.3 | The contract of sale is not the sales invoice. The sales invoice will be sent separately after the auction and will display the Vehicle sales price plus any applicable fees. |
| 1.6 | Vendor's Obligations - all sales |
| 1.6.1 | In consideration of being allowed to use/sell by the Systems the Vendor shall: |
| 1.6.1.1 | supply the Company (by e-mail or such other method as the Company may determine) with the correct VAT status and full accurate and true description and details of any Vehicle which it wishes to sell, as the Company may from time to time require. The Vendor shall indemnify the Company against any liability incurred by the Company as a result of the VAT status of any Vehicle being incorrectly notified to the Company. |
| 1.6.1.2 | ensure that any Vehicle which it offers for sale through the Systems has a V5 (registration document) current MOT (if the Vehicle is old enough to require an MOT) manuals and service book and a service history (where available) unless otherwise disclosed to the Company (by e-mail or such other method as the Company may determine) when offered for sale |
| 1.6.1.3 | ensure that all details of any Vehicle which it endeavours to sell through the Systems meet the Vehicle Criteria (see “Third Schedule – Vehicle Criteria”) and the Vendor´s attention is drawn in particular but without limitation to paragraph 4.1.6 of the Third Schedule |
| 1.6.1.4 | ensure that Vehicle is removed from all retail websites as soon as the sale is agreed. Failure to do so, resulting in the Purchaser rescinding the deal, will result in the Vendor being liable to pay the Company's Cancellation Fee |
| 1.6.1.5 | ensure that any Vehicle sold through the Systems must, regardless of distance travelled, remain of sound mechanical condition until the Vehicle is delivered with the Purchaser and the After Sales Complaints period has expired. |
| 1.6.1.6 | pay the fees due to the Company from the Vendor under the terms of this agreement in respect of any Vehicle which it offers for sale through the Systems (if the sale monies are received by the Company then the Company is hereby irrevocably authorised to retain any monies that it is owed by the Vendor from such receipts before accounting for the same to the Vendor) |
| 1.6.1.7 | comply fully with the Conditions so far as applicable to a Vendor and any regulations that the Company may from time to time impose in relation to the use of the Systems |
| 1.6.1.8 | keep the Company fully and effectually indemnified against any losses or expenses that the Company may incur in relation to the Vehicle or as a result of any breach by the Vendor of any of its obligations hereunder |
| 1.6.1.9 | comply with any decision of the Inspector under the After Sales Complaints Procedure and in particular to bear the cost of any works required to any Vehicle which the Inspector considers to be the responsibility of the Vendor |
| 1.6.1.10 | agree to the Company operating a self-billing system in respect of Vehicles sold through the Systems. Acceptance of these Terms and Conditions includes acceptance to this self-billing system. Any change or cancellation to the Vendor’s VAT registration number should be notified immediately to the Company. |
| 1.6.1.11 | accept liability for damage proven to be present at collection. Inspections comprise of text and photographs which can be verified with time and date data stamps. Where possible and allowing for the various weather conditions and states of cleanliness of the Vehicles, the agent will appraise to the best of their ability. However, due to the aforementioned factors, some damage may be missed that is captured on the images taken and on review can be seen. |
| 1.7 | Fees for Using the System |
| 1.7.1 | There will be no charge to Vendors for entering Vehicles onto the Systems |
| 1.7.2 | On the sale of a Vehicle through the Systems by a Vendor, the company will deduct the Vendor’s seller fee from the payout of the Vehicle |
| 1.7.3 | When the Vehicle is purchased through the Systems by a Purchaser then the Purchaser will pay the Company the Buyers Fee |
| 1.7.4 | When the Vehicle is purchased through the Systems by a Purchaser then the Purchaser will pay the Company the Transport Fee for delivery of the Vehicle to a specified mainland UK location |
| 1.7.5 | Where the Vehicle is a plug in electric vehicle (PEV) or at the Company's discretion, where a Vehicle is not wholly fuelled by Diesel or Petrol, the Vehicle will be subject to delivery via a transporter, the cost for which will be quoted to the Purchaser at the point of purchase |
| 1.7.6 | If the Purchaser opts out of using the Company’s transport procedure, then the Purchaser will pay the Company the Self Collection Transaction Fee along with the Buyer Fee. |
| 1.7.7 | When the Vehicle is purchased through the Systems by a Purchaser who is not set up with the Company’s Direct Debit scheme, then the Purchaser will pay the Company the Non-Direct Debit Transaction Fee |
| 1.7.8 | In the event of incorrect details of a Vehicle being entered onto the Systems by a Vendor, the Company may (at its absolute discretion) charge an Administration Fee which the Vendor will pay on demand |
| 1.7.9 | The fees stated above include Title Indemnity and delivery within the mainland of the United Kingdom |
| 1.7.10 | Payments are due on the date of transaction. If payment is delayed, The Company will use a third party to recover the money. |
| 1.8 | Purchaser's Obligations – all purchases |
| 1.8.1 | In consideration of being allowed access to the Systems to view details of Vehicles being offered for sale by Vendors the Purchaser shall: |
| 1.8.1.1 | pay to the Company all fees payable hereunder by a Purchaser in respect of any Vehicle which the Purchaser has agreed to purchase from a Vendor through or as a result of using the Systems |
| 1.8.1.2 | comply fully with the Conditions so far as applicable to a Purchaser and any regulations that the Company may from time to time impose in relation to the use of the Systems |
| 1.8.1.3 | pay for Vehicles purchased by electronic funds transfer or other agreed method no later than three working days after the day upon which the sale is agreed, for Purchasers not yet on Direct Debit. |
| 1.8.1.4 | accept that where payment is outstanding after a period of five working days from the time of the sale the Vendor may rescind the contract of sale and the Vendor may re-sell the Vehicle (through the Systems or in any other way) without notice to the Purchaser and the Company may also withdraw the Purchaser's facility to trade on the Systems and the Purchaser will be obligated to pay the Company’s Cancellation Fee. |
| 1.8.1.5 | To receive delivery of every Vehicle which it purchases through the Systems at such times on working days between the hours of 8.00 a.m. and 6.00 p.m. as the Vehicle may arrive either at the Purchaser's premises or at a nominated UK mainland port (see clause 1.9.1.3) |
| 1.8.1.6 | If the Purchaser elects to opt-out of the Company’s managed transport procedure and collects the Vehicle from the Vendor themselves, it is the Purchaser's responsibility to ensure that the Vehicle meets the condition which was agreed at the point of sale. If this is not the case, the Purchaser must inform the Company before leaving the Vendor’s premises, once the Vehicle has left the Vendor’s premises, this is deemed as acceptance of the Vehicle condition and no further assistance will be provided by the Company. |
| 1.8.1.7 | If the Purchaser elects to opt-out of the Company’s managed transport procedure and collects the Vehicle from the Vendor themselves, it is the Purchaser's obligation to ensure all relevant documentation and equipment pertaining to the Vehicle is collected. Autorola will not be held responsible for items agreed at the point of sale which were not collected with the Vehicle. |
| 1.9 | The Company's Obligations |
| 1.9.1 | The Company will:- |
| 1.9.1.1 | supply prompt administrative and logistical support |
| 1.9.1.2 | except where the Purchaser elects to opt-out of the Company’s managed transport procedure, deliver any Vehicle sold from the Vendor to the Purchaser (provided this is within the mainland United Kingdom) within four working days of the Company receiving cleared funds for the sale |
| 1.9.1.3 | where the Purchaser wishes the Vehicle to be delivered somewhere other than within mainland United Kingdom to deliver the Vehicle to a port within mainland United Kingdom of the Purchaser's choice. Onward transport from that port will be at the responsibility risk and cost of the Purchaser |
| 1.9.1.4 | provide Title Indemnity in respect of the Vehicle |
| 1.9.1.5 | operate the After Sales Complaints Procedure in accordance with the Second Schedule |
| 1.9.1.6 | with regard to Vehicles sold for Vendors through the Systems - account to Vendors for the Agreed Selling Price within four working days of receiving cleared funds for the sale from the Purchaser and the Vehicle being delivered to the Purchaser provided always that the Company shall be entitled to deduct from any such monies any fees payable or sums due to the Company by or from that Vendor |
| 1.9.1.7 | hold for the Vendor and Purchaser, any funds received from the Purchaser, for the sale of a Vehicle sold for the Vendor which the Company shall either pay to the Vendor or return to the Purchaser in accordance with these Conditions and the First Schedule - Autorola Sales and Purchase Procedure. |
| 1.10 | Liability for goods in transit |
| 1.10.1 | Except where the Purchaser elects to opt-out of the Company’s managed transport procedure, subject to clause 1.13, the Company or its sub-contractors will be wholly responsible for any damage which may occur to any Vehicle in transit between the Vendor and the Purchaser or in the case of a delivery to a port at the request of a Purchaser in transit between the Vendor and the port subject to the Company's Vehicle appraisal document identifying the damage being signed upon receipt of the said Vehicle. |
| 1.11 | Penalties for Mis-description |
| 1.11.1 | In the event of a Vehicle being mis-described by the Vendor then:- |
| 1.11.1.1 | if the mis-description results in the Vehicle not being available or being found to be mis-described when inspected on collection for delivery , then if the delivery is aborted the Vendor will pay to the Company the Aborted Delivery Fee to cover the Company's costs for dealing with the aborted delivery. |
| 1.11.1.2 | If as a result of the Vehicle not being available or being mis-described the sale is subsequently cancelled (following Arbitration or otherwise) the Vendor shall also pay to the Company the Cancellation fee. It is the Vendor’s obligation to collect the Vehicle from the Purchaser or pay for the return “Transport Fee”. |
| 1.11.1.3 | payment of the fees referred to in clauses 1.11.1.1 and 1.11.1.2 shall not in any way lessen
a) the Vendor's contractual liability to the Purchaser for failing to supply a Vehicle which it has contracted to sell to the Purchaser
b) the Vendor´s liability pursuant to clause 3.3.2 |
| 1.12 | Additional Mileage |
| 1.12.1 | Vehicles purchased under the Systems are likely to be delivered by road on trade plates. As a result the mileage shown on the odometer at the time of delivery will be higher than that disclosed on the Systems |
| 1.12.2 | It is the Vendor´s responsibility to ensure that the mileage shown on the odometer at the time of advertising, sale and at the time of delivery is the correct mileagefor that Vehicle |
| 1.13 | Disclaimer/Limit of Company's Responsibility |
| 1.13.1 | Subject to clause 1.13.5, the Company shall not be responsible for: |
| 1.13.1.1 | the failure or inability of any party to log into or access information on the Systems even where such failure is as a result of error or negligence on the part of the Company |
| 1.13.1.2 | any loss suffered by the Purchaser as a result of mis-description of any Vehicle by the Vendor or the Vendor´s failure to ensure that the Vehicle complies with the Vehicle Criteria set out in the Third Schedule (which shall be the responsibility of the Vendor) or for any other loss suffered by the Purchaser resulting from the use of the Systems and the Purchaser accepts that any contract to purchase a Vehicle is a contract with the Vendor and the Company is acting as agent of the Vendor and not in its own capacity |
| 1.13.1.3 | any loss suffered by the Vendor as a result of the Purchaser cancelling their Direct Debit or not paying for the Vehicle within five working days from the agreed point of Vehicle sale. The Company is acting as an agent of the Vendor and not in its own capacity. The agreed sale of Vehicle will be rescinded and the Company will withdraw the Purchaser’s facility to trade on the systems |
| 1.13.1.4 | any loss suffered by the Purchaser if the Vendor fails to complete the transaction. The Company is acting as an agent of the Vendor and not in its own capacity. |
| 1.13.2 | The Company shall be under no duty to the Purchaser to make any enquiries of any nature whatsoever as to the title of any Vehicle or to disclose to the Purchaser or any other person whatsoever the result of any enquiry made in respect of any Vehicle such enquiry being made entirely at the discretion of the Company |
| 1.13.3 | The Company is under no obligation to carry out an after sales complaints procedure if the Purchaser opts out of the Company’s managed transport procedure and collects the Vehicle from the Vendor themselves. In choosing self-collection, the Purchaser forfeits the “After Sales Complaints Procedure and Conditions” as set out in the “Second Schedule” |
| 1.13.4 | Subject to clause 1.13.5, the Company’s total liability to the User shall not exceed £5,000. |
| 1.13.5 | Nothing in these Terms and Conditions limits or excludes any liability of the Company which cannot legally be limited, including but not limited to liability for: |
| 1.13.5.1 | death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; |
| 1.13.5.2 | fraud or fraudulent misrepresentation; |
| 1.13.5.3 | breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). |
| 1.14 | Increase in the Fees |
| 1.14.1 | The Company may at any time increase any of the Fees by giving users of the Systems one weeks’ notice on the Systems of the proposed increase or increases |
| 1.15 | Title Indemnity |
| 1.15.1 | The Company will at its cost arrange Title Indemnity for the Purchaser in respect of any Vehicle purchased by the Purchaser |
| 1.15.2 | The Purchaser shall notify the Company in writing within three working days (time to be of the essence) after receiving the Vehicle if the VIN/Chassis/frame number of the Vehicle purchased differs from that shown on the registration document or if there has been any alteration or apparent alteration of such VIN/Chassis/frame number or if the VIN/Chassis/frame number is not in the usual place or if any apparent alteration has been made to the details shown in the registration document. |
| 1.15.3 | Failure to notify the foregoing will: |
| 1.15.3.1 | in respect of the particular Vehicle bring to an end the Company's obligation to provide Title Indemnity and invalidate any Title Indemnity already in place |
| 1.15.3.2 | not operate to release the Vendor from liability to the Purchaser or its assignee in respect of any warranty given by the Vendor whether express implied or statutory or otherwise as to the Vendor's title and right to sell the Vehicle. |
| 1.15.4 | In the event of the Company or the insurers making settlement to the Purchaser under the terms of this indemnity the Purchaser shall be deemed to have assigned all rights of action against the Vendor to the Company or (as the case may be) the insurers and shall assign them formally if called upon to do so |
| 1.16 | Title |
| 1.16.1 | Title to each Vehicle shall pass to the Purchaser on delivery to the Purchaser or to the port nominated by the Purchaser in accordance with condition 1.9.1.3 except where the Purchaser elects to opt-out of the Company’s managed transport procedure, in which case title shall pass when the Vehicle is made available for collection by the Purchaser, subject in all cases to the Company receiving cleared funds in full payment for that Vehicle. |
| 1.17 | Force majeure |
| 1.17.1 | If the Company so elects the Company will be released from its obligation to deliver a Vehicle or Vehicles in the event of national emergency, war, prohibitive governmental regulation or any other cause beyond the control of the Company which renders delivery of that Vehicle or those Vehicles in accordance with the terms of this contract impossible or uneconomic for the Company whereupon: |
| 1.17.1.1 | Any money paid to the Company or the Vendor in respect of that Vehicle or those Vehicles shall be refunded to the Purchaser |
| 1.17.1.2 | The contract between the Vendor and the Purchaser in respect of that Vehicle or those Vehicles shall be null and void |
| 1.18 | Value Added Tax |
| 1.18.1 | Where VAT is payable on goods or services supplied pursuant to these terms and conditions, it shall be payable in addition to the stated price, unless otherwise specifically agreed. |
| 1.19 | Self-billing Agreement |
| 1.19.1 | The company is permitted by HM Customs and Excise to operate a self-billing system in respect of Vehicles sold through the Systems. Operation of this system is only permitted if the Vendor agrees to the Company doing so. Acceptance of these Terms and Conditions includes acceptance to this self-billing system. Any change or cancellation to the Vendor’s VAT registration number should be notified immediately to the Company. |
| 1.20 | Whole agreement |
| 1.20.1 | This Agreement and these Conditions contain the whole agreement between the Company the Vendors and the Purchasers in relation to contracts for the sale of the Vehicles and none of them have relied upon any oral or written representation made to it by any of the other parties or their respective employees or agents |
| 1.21 | Headings |
| 1.21.1 | Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses and sub-clauses to which they relate |
| 1.22 | Joint and several |
| 1.22.1 | All agreements on the part of any of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties |
| 1.23 | Proper law and jurisdiction |
| 1.23.1 | Users may only use the Systems for correct and lawful participation. Any violation can be expected to lead to liability and legal prosecution. |
| 1.23.2 | This Agreement shall be governed by the law of England and Wales in every particular including formation and interpretation and shall be deemed to have been made in England |
| 1.23.3 | Any proceedings arising out of or in connection with this Agreement may be brought in any court of competent jurisdiction in London |
| 1.24 | Marketing |
| 1.24.1 | The Company may at any time, contact both Vendors and Purchasers with marketing communications, via telephone, facsimile, email or other methods of communication (including affiliate partners), as may be deemed necessary. In accordance with the Data Protection Act 1998 and successor legislation and with the Telecommunication (Data Protection and Privacy) (Direct Marketing) Regulations 1998 and successor regulations, the company operates an in-house ‘unsubscribe’ listing for those companies and/or individuals who do not wish to receive such marketing communications. Should any party wish to be excluded from circulation, communication should be made, in writing, to the company. Acceptance of these Terms and Conditions deems acceptance to receiving marketing communications. |
