1 DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions the following terms shall have the following meanings:
'Collection'means the date on which the Customer collects the Goods from Vantage after they have been delivered;
'Contract' means the Vehicle Order Form and the Terms and Conditions which govern the sale of the Goods from Vantage to the Customer;
'Customer'means the purchaser of the Goods who has signed the Vehicle Order Form;
'Days'means calendar days;
'Exchange Value' means the value of the Customer's used motor vehicle which is to be part exchanged under the Contract as part payment of the Goods;
'Finance Company' means a company engaged by the Customer to provide finance to the Customer to purchase the Goods under the Contract;
'Goods'means the motor vehicle specified in the Vehicle Order Form which is purchased by the Customer pursuant to the Contract;
'Manufacturer'means the manufacturer of the Goods or the used motor vehicle, as applicable;
'Price'means the price payable by the Customer to Vantage for the Goods (excluding any Exchange Value) as stated on the Vehicle Order Form;
'RRP'means the recommended retail price of the Goods;
'Terms and Conditions' means these Vantage Motor Group Limited Standard Terms and Conditions for Motor Vehicle Sales;
'Vantage' means Vantage Motor Group Limited (company no. 4652938) registered office Knaresborough Toyota, York Road, Knaresborough, North Yorkshire, HG5 0SS; and
'Vehicle Order Form' means the order form for the purchase of the Goods which is signed by the Customer and comprises the Contract;
'Working Days'means Monday to Friday, excluding UK Bank Holidays.
1.2 The Customer and Vantage are each a "party" and together the "parties".
1.3 Headings are for convenience only and shall not affect the construction of these terms; the masculine shall include all genders and the singular shall include the plural; any reference to statutory provisions is a reference to such statutory provisions as amended or re-enacted from time to time; references to clauses are to the provisions in these Terms and Conditions.
1.4 The statutory rights of the Customer are not affected by these Terms and Conditions.
2.1 The Contract is between Vantage and the Customer and shall be effective on the date the Vehicle Order Form is signed by the Customer.
3 DELIVERY AND ACCEPTANCE
3.1 Vantage will use reasonable endeavours to deliver the Goods on the estimated date or dates stated on the Vehicle Order Form but shall be under no liability whatsoever for loss occasioned by delay in delivery.
3.2 The Goods may be delivered by Vantage in advance of the estimated delivery upon giving 14 Days prior notice to the Customer.
3.3 If the Goods are not delivered within three calendar months of the estimated delivery date, either party may elect by notice in writing to the other party to cancel this Contract. Upon such cancellation the Customer's deposit shall be returned and Vantage shall be under no further liability to the Customer.
3.4 Delivery shall be deemed to have been made on the date that the Goods are made available for collection by the Customer and Vantage has given notice to the Customer that the Goods are ready.
3.5 The Customer shall collect the Goods no less than 14 Days after the Goods are delivered.
3.6 The Customer shall inspect the Goods after collection as soon as they have an opportunity to do so, to check that the Goods are free of obvious defects and match their description.
3.7 Vantage shall be entitled to assume that the Goods are free from obvious defects and match their description unless the Customer informs Vantage to the contrary within a reasonable period (being no more than 14 Days after Collection).
4 PRICE AND PAYMENT
4.1 The Customer shall not be permitted to collect and take away the Goods until the Price has been paid in full.
4.2 If the Price or any part of the Price is to be paid by cheque then the cheque must be paid to Vantage at least ten Working Days in advance of the estimated delivery date. A cheque given in payment or part payment shall not be treated as received by Vantage until it has been cleared;
4.3 If the Price or any part of the Price for the Goods 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 Goods shall be collected within 14 Days of delivery.
5 FAILURE TO COLLECT GOODS
5.1 If the Customer shall fail to collect and pay for the Goods within 14 Days of delivery as provided for in clause 3.5 then Vantage may elect to treat the Contract as rejected by the Customer.
5.2 If Vantage exercises its right under clause 5.1 the Customer's deposit shall be returned less a sum equivalent to the total of any damages, loss or expenses which Vantage may have suffered or incurred by reason of the Customer's failure to collect the Goods and Vantage shall be under no further liability to the Customer.
6 RISK AND OWNERSHIP OF GOODS
6.1 The property in the Goods shall pass to the Customer when the Price has been paid in full and the Goods have been delivered to the Customer pursuant to clause 3.
6.2 The Customer shall become wholly responsible for and inherit all risk in the Goods when property in the Goods passes pursuant to clause 6.1.
6.3 Until such time as the property in the Goods passes to the Customer, the Customer shall keep the Goods properly stored, protected and insured and identified as Vantage's property;
6.4 Until such time as the property in the Goods passes to the Customer, Vantage shall be entitled at any time to require the Customer to deliver up the Goods to Vantage and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods;
6.5 The Customer shall not be entitled to sell, pledge or in any way charge by way of security for any indebtedness any Goods which remain the property of Vantage, but if the Customer does so all monies owing by the Customer to Vantage shall (without prejudice to any other right or remedy of Vantage) forthwith become due and payable.
7 PART EXCHANGE
7.1 In the event that Vantage agrees to accept a used motor vehicle from the Customer as partial payment for the Price of the Goods, such agreement shall be subject to the conditions in clause 7.2.
7.2 The Customer warrants that:
7.2.1 the Customer has good title to the used motor vehicle and it is unencumbered by any third party interest whatsoever; or
7.2.2 the Customer has declared to Vantage all interests to which the used motor vehicle is subject and whether (if known) the used motor vehicle was, when new, supplied via the Manufacturer's official distributor for Great Britain; and
7.2.3 all information given by the Customer in relation to the used motor vehicle is correct; and
7.2.4 so far as the Customer is aware the milometer reading is accurate; and
7.2.5 so far as the Customer is aware the used motor vehicle has not been the subject of:
(a) any accident of whatever nature and howsoever caused; or
(b) any other damage of whatever nature and howsoever caused; or
(c) any insurance claim(s); or
(d) any total loss claim(s).
7.2.6 the used motor vehicle shall be delivered by the Customer to Vantage upon collection of the Goods, together with all appropriate documentation for the used motor vehicle, including but not limited to, completed registration book, any spare key sets, spare alarm remotes registration documents, service documentation, MOT certificate, service invoices or warranty documentation;
7.2.7 if any interests declared pursuant to clause 7.2.2 are capable of cash settlement Vantage may elect to discharge such interests and deduct expenditure from the Exchange Value offered
7.2.8 the used motor vehicle will be delivered to Vantage in the same condition as the date it was examined by Vantage (fair wear and tear excepted);
7.2.9 title to the used motor vehicle shall pass absolutely from the Customer to Vantage on delivery to Vantage;
7.3 The Exchange Value quoted by Vantage shall be binding on Vantage for 28 Days after the estimated date of delivery of the Goods. Thereafter, on giving notice to the Customer, Vantage may at its absolute discretion reduce the Exchange Value at a rate of 2.5% per month provided that nothing in this clause shall affect the rights of the Customer under clause 3.3.
7.4 For the avoidance of doubt the Customer shall not be permitted to collect the Goods until the used motor vehicle has been delivered to Vantage;
7.5 If any of the Customer's conditions in clause 7.2 are breached, Vantage shall be entitled to revise the Exchange Value to take account of such breach and where there is a reduction in the Exchange Value the Customer shall pay the difference between the original Exchange Value and the reduced Exchange Value to ensure full payment of the Price in accordance with clause 4.
8 NEW GOODS
8.1 Where the Goods to be supplied by Vantage are new, then the following conditions shall apply:
8.1.1 The Customer shall be bound to pay any amount of car tax and value added tax or other tax or duty that Vantage has legally become bound to pay.
8.1.2 If before delivery of the Goods the RRP for the Goods shall be increased, the Price shall be increased by an amount equal to the increase in the RRP. Vantage shall give notice of the increase in the Price to the Customer at which point the Customer shall be entitled to cancel the Contract by giving notice to Vantage not less than 21 Days after the date of Vantage's notice. Upon such cancellation any deposit paid by the Customer shall be returned and Vantage shall be under no further liability to the Customer.
8.1.3 If the Customer does not give notice to cancel the Contract pursuant to clause 8.1.2, the Customer shall be bound to purchase the Goods at the increased Price.
8.1.4 In the event that the Manufacturer is unable to accept the order for the Goods then Vantage may by notice in writing to the Customer cancel the Contract. Upon such cancellation any deposit paid by the Customer shall be refunded and Vantage shall be under no further liability to the Customer.
8.1.5 Vantage will notify the Customer in the event that the Goods have not been originally supplied via the Manufacturer's official distributor for Great Britain. The Customer shall be entitled to cancel the Contract by giving notice to Vantage not less than 21 Days after the date of Vantage's notice. Upon such cancellation any deposit paid by the Customer shall be returned and Vantage shall be under no further liability to the Customer.
8.1.6 If the Customer does not give notice to cancel the Contract pursuant to clause 8.1.5 the Customer accepts that the specification of the Goods may vary from British specification and shall be bound to purchase the Goods. Vantage will supply the Customer with the appropriate manual for the Goods and the vehicle log book and shall make the Goods available for inspection by the Customer and Vantage shall not be liable to the Customer for any variation of the Goods from the British specification.
9 EXAMINATION OF GOODS
9.1 Prior to signing the Vehicle Order Form the Customer shall examine the Goods to be purchased (if available for inspection) and the Customer is reminded that the condition of satisfactory quality implied by statute does not operate in relation to such defects which such an examination ought to reveal. If the Goods are sold subject to defects that have been notified by Vantage to the Customer before the signing of the Vehicle Order Form, the condition of satisfactory quality referred to above does not operate in relation to those defects.
10.1 Subject to clause 9.1, where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods or failure to meet the specification is notified to Vantage within 30 Days from the date of Collection:
10.1.1 Vantage shall replace or repair the Goods (or the relevant part of the Goods); or
10.1.2 the Customer has the right to reject the Goods and receive a refund.
10.2 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 failure to meet the specification is notified to Vantage after 30 Days but no more than six months from the date of Collection:
10.2.1 Vantage shall be entitled at its sole discretion either to replace or repair the Goods (or the relevant part of the Goods); or
10.2.2 to refund the Customer the Price of the Goods (or a proportionate part of the Price subject to any reasonable reductions for the Customer's use of the Goods after the first 30 Days from the date of Collection).
10.3 If the Goods are still defective after they have been replaced or repaired pursuant to this clause 10, the Customer shall have the right to a price reduction or to reject the Goods (less any applicable reasonable deductions due to the Customer's use of the Goods since delivery).
10.4 All notices of complaint should be made in writing to Vantage at Knaresborough Toyota, York Road, Knaresborough, North Yorkshire, HG5 0SS and marked for the attention of the Finance Director.
10.5 If the Customer elects to exercise its right under these Terms and Conditions to reject the Contract the Customer must return the Goods to Vantage. If the Contract is rejected pursuant to clause 10.2 the Customer shall be responsible for any costs relating to the return of the Goods.
11 DELAY IN PERFORMANCE
11.1 Vantage shall not be liable to the Customer or be deemed to be in breach of the Contract for reason of any delay in performing or any failure to perform, any of its obligations under the Contract, if the delay or failure was due to any cause beyond Vantage's reasonable control.
12.1 The Customer may arrange for a Finance Company to purchase the Goods from Vantage at the Price and the Goods shall be delivered to or to the order of the Finance Company.
13.1 Any notice that is given under this Contract may only be given in writing and sent to the recipient party by post, fax or electronic mail to the recipient party's correspondence address as stated in the Vehicle Order Form. Any notice shall be deemed to have been received:
13.1.1 in the case of fax or electronic mail on the day of transmission if sent before 4pm, otherwise the next Business Day; and
13.1.2 in the case of notice given by post, within two Business Days of the day of posting.
13.2 Proof of dispatch will be evidence of receipt.
14 FORCE MAJEURE
14.1 Vantage shall not be liable to the Customer or be deemed to be in breach of the Contract for reason of any delay in performing or any failure to perform, any of Vantage's obligations in respect of the Goods, if the delay or failure was due to any cause beyond Vantage's reasonable control. Without limitation, the following shall be regarded as causes beyond Vantage's reasonable control:
14.1.1 act of God, explosion, flood, tempest, fire or accident;
14.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.1.4 import or export regulations or embargoes;
14.1.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Vantage or of a third party);
14.1.6 difficulties in obtaining Goods, raw materials, labour fuel, parts of machinery;
14.1.7 power failure or breakdown of machinery.
15.1 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
15.1.1 the other party commits a material breach of any term of the Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within a reasonable period after receiving notice in writing to do so; or
15.1.2 any warranty given by the Customer is found to be untrue or misleading
15.2 For the purposes of clause 15.1.1 , a material breach means a breach that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of the Contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
15.3 Without affecting any other right or remedy available to it, Vantage may terminate this Contract with immediate effect by giving written notice to the Customer if:
15.3.1 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or
15.3.2 the Customer is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or is the subject of a bankruptcy petition, application or order; or
15.3.3 an encumbrancer takes possession of any of the property or assets of the Customer; or
15.3.4 Vantage reasonably believes that any event mentioned above is about to occur in relation to the Customer.
15.4 If clause 15.3 applies, without prejudice to any other right or remedy available to Vantage, Vantage shall be entitled to forfeit any deposit paid by the Customer without any liability.
15.5 If the Goods shall have been delivered but not paid for the outstanding balance of the Price shall become immediately due and payable.
15.6 Without affecting any other right or remedy available to it, the Customer may terminate this Contract within 14 Days of signing the Contract if it is signed by the Customer somewhere other than on Vantage's business premises. If the Customer wishes to exercise such right, the Customer shall send a notice stating its intention to do so to Vantage at Knaresborough Toyota, York Road, Knaresborough, North Yorkshire, HG5 0SS and marked for the attention of the Finance Director.
15.7 Except as provided for in these Terms and Conditions, after a Vehicle Order Form has been signed by the Customer the Contract may not be cancelled by the Customer except with the agreement in writing of Vantage and on terms that the Customer's deposit shall be forfeited and that the Customer shall indemnify Vantage in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Vantage as a result of cancellation.
15.8 Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15.9 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of Contract which existed at or before the date of termination.
16.1 The Customer shall be deemed to be personally liable for the Contract even though he shall hold himself out as acting as agent for a principal and despite him having purported to sign the Vehicle Order Form in a representative capacity so that their liability shall be joint and several. The Customer warrants that he has the authority to bind the principal to this Contract as agent on its behalf.
17 MANUFACTURER/CONCESSIONAIRE TERMS AND CONDITIONS
17.1 Where the Goods to be supplied by Vantage are new, this Contract shall be subject to any terms and conditions which the Manufacturer/concessionaire may lawfully have imposed on the supply of Goods or the resale of such Goods by Vantage. Vantage shall not be liable for any failure or delay in delivering the Goods caused by or resulting from Vantage's compliance with the Manufacturer's/concessionaires terms and conditions. A copy of the current terms and conditions of the Manufacturers/concessionaire is available for inspection at Vantage's premises.
18.1 Vantage shall not be liable under this Contract for any unforeseeable loss or damage, including but not limited to:
18.1.1 loss of profit;
18.1.2 loss of use;
18.1.3 loss of anticipated contracts and/or savings;
18.1.4 loss of goodwill;
18.1.5 loss of opportunity; or
18.1.6 loss of business and/or business interruption.
18.2 For the purposes of this term, loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made both parties knew it might happen.
18.3 Nothing in these Terms and Conditions excludes or limits the liability of Vantage for death or personal injury caused by Vantage's negligence, for fraud or fraudulent misrepresentation or any other liability that cannot be restricted by law.
18.4 Vantage's maximum aggregate liability under the Contract shall be limited to the price paid by the Customer for the Goods under the Contract.
19.1 Failure by either party to enforce any of its rights or remedies under the Contract or by law at any time or for any period shall not constitute a waiver of that or any other right or remedy unless it is in writing. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.2 Neither party may assign the Contract without the written consent of the other party.
19.3 Any variation of these Terms and Conditions shall not be effective unless made in writing and signed by an authorised representative of Vantage and the Customer.
19.4 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions.
19.5 The Contract is governed by the Laws of England and the parties shall submit to the exclusive jurisdiction of the English Courts.
19.6 No person who is not a party to the Contract may enforce any term of the Contract.
19.7 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.