This document sets out the standard terms and conditions of for the supply of services (including motor vehicle servicing) and associated parts and other goods (the "Standard Terms") of the following company (the "Supplier"):
PENTAGON MOTOR HOLDINGS LIMITED, a company registered in England and Wales with company number 05780177 and registered office at Nottingham Road, Derby, Derbyshire, UK, DE21 6HB.
REEVE (DERBY) LIMITED registered in England and Wales with company number 04120259 and registered office at 10 Chiswell Street, London, UK, EC1Y 4UQ.
In these Standard Terms: "Charges" means the Prices and all other charges and amounts payable by the Customer under the Contract, as stated in the Contract Terms, and including any additional charges and amounts that arise after the contract is made; "Customer" means the person who has entered into the Contract with the Supplier; "Customer Property" means any property of the Customer which is to be the subject of any Services, including any Customer Vehicle; "Customer Vehicle" means any motor vehicle (and any parts, accessories, and extras attached to the motor vehicle) which is to be the subject of any Services, as stated in the other Contract Terms; "Contract" means the contract which incorporates these Standard Terms; "Contract Description" means any description (including quantity) of the Services and Purchased Goods given in the Contract Terms, as subsequently revised under Clauses 4.2 and 4.3; "Contract Terms" means all the Contract Terms, including these Standard Terms, as detailed in Clause 2; "Defect" means any failure of the Services or Purchased Goods to conform to the Contract Terms, and any damage caused to the Customer Property by the Supplier in the course of performing the Contract; “Deposit" any means any part payment of the Charges expressed to be a deposit in the Contract Terms, or which is paid by the Customer when the Contract is made; “Fleet Vehicles” means those Purchased Vehicles purchased by a Customer operating as a business or a charity under the terms of a Contract; "Goods" means the Purchased Goods and any Replacement Goods; "Insolvency Event" means any of the events detailed in Clause 14.2; "Manufacturer" means the manufacturer of any Purchased Goods, Customer Vehicle, or Replacement Goods; "Manufacturer Warranty" means in relation to any Customer Property, any warranty actually provided by the Manufacturer in relation to those Customer Property or any part of them, and in relation to the Purchased Goods or Replacement Goods any warranty or guarantee as to description or quality which the Manufacturer offers directly to the end-customer, as stated in any Contract Terms, including as advised by the Supplier to the Customer orally prior to the making of the Contract, Purchased Goods or Replacement Goods which consist of second hire parts will not be covered by this warranty, but may be covered by the relevant manufacturer’s own warranty;" "New" means the Goods are new; "Prices" means all prices stated in the Contract Terms, including for the Services and any Purchased Goods; "Purchased Goods" means any goods to be sold to the Customer under the Contract, as stated in the other Contract Terms, as separately listed and Priced; "Replacement Goods" means any parts, materials or other goods which are supplied as part of the provision of any Services or in the correction of any Defect, but not Purchased Goods; "Services" means all work and services to be provided by the Supplier, as detailed in the Contract Description (such as inspections, examinations, investigations, diagnosis and health checks, cleaning, accident repairs, warranty repairs and replacements, correction repairs of faults and failures, fitting and replacement of parts, servicing and maintenance, and bodywork in relation to motor vehicles and their parts, extras and accessories), and as agreed for any subsequent Work Arising; "Service Location" means the address where the Services are to be carried out, and any Purchased Goods are to be delivered, as stated in the other Contract Terms, or if not stated, the Supplier's premises; "Storage Charge" means a reasonable daily charge for storage of any vehicle or other goods, which shall be no less than £15 (including VAT) per item per day; "Used" means the Goods will be used, ex-demo, second-hand, or pre-owned; "VAT" means value added tax or any equivalent tax payable in any country in the world; "Work Arising" means any additional work, goods, and services (including additional repairs and replacements of parts), which are outside any previously agreed Contract Description, which the Supplier or Customer identifies as being required or potentially being required to any Customer Vehicle or other Customer Property, in the course of providing any Services, including to address consequential or additional needs, and including any work required to remedy any failure to pass an MOT, any work identified in the course of any servicing of a motor vehicle.
FORMATION OF CONTRACT AND CONTRACT TERMS
3.1 Contract Formation: In the event of any doubt, the Contract is formed at the latest when the Supplier has counter signed any order form for the Services or if the Supplier does any act in or towards performance of the Contract including taking any keys for the Customer Vehicle or taking possession of any other Customer Property the subject of the Services.
3.2 Contract Terms: The Contract Terms comprise: (a) these Standard Terms; (b) any written proposal, quotation, order form or booklet, or order acknowledgement produced by the Supplier on the basis of which the Contract was made, including any such document signed by or on behalf of the Customer and/or the Supplier; (c) any Supplier website ordering pages completed and submitted by or on behalf of the Customer on the basis of which the Contract was made; (d) any terms specified by the Supplier orally in any telephone call or face to face meeting with the Customer or it's representative; (e) any rights or terms implied by statute or any other law of England and Wales; (f) any subsequent variation to the Contract agreed by the parties, whether orally or in writing. In the event of any conflict, the Standard Terms shall take precedence over the other terms, and anything in writing shall take precedence over anything agreed orally.
3.3 Entire Agreement: The Contract Terms represent the entire agreement between the Customer and the Supplier, and no other terms shall apply. If the Customer is not a consumer, the Customer confirms it has not been induced to enter into the Contract by any representations made by or on behalf of the Supplier, but this will not exclude liability of the Supplier for fraudulent misrepresentation.
3.4 Warranty of Authority: The Customer warrants that it has full power, authority and capacity to enter into and perform the Contract, that all information it has provided is true, accurate and complete, and (if an individual) that he or she is of at least 18 years of age.
3.5 Customer Instructions: The Supplier may rely on any instructions, confirmations, and agreements given by the Customer, whether orally or in writing, in relation to this Agreement, including as to the scope of the Services, the Prices, any Work Arising, and the Price and delivery dates.
3.6 Fleet Vehicles: If the Customer is a business or charity that is purchasing the Services as part of a fleet purchase for its business or charitable objectives, the terms of this Contract together with any additional terms such as credit, and payment arrangements shall apply to such Services.
SCOPE OF CONTRACT
4.1 Sale and Supply: The Customer agrees to purchase from the Supplier and the Supplier agrees to sell and provide to the Customer the Services and Purchased Goods, for the Prices, on and subject to the Contract Terms.
4.2 Provisional Contract Description: If the Services, Purchased Goods and Contract Description are only provisional at the time the Contract is made, such as where they are subject to any investigation, dismantling, inspection, diagnosis or examination of any Customer Vehicle or other Customer Property, then the Supplier may and will revise the Services and Purchased Goods, the associated Contract Description, the Price, and the delivery date, as soon as it is able, and after any such investigation, dismantling, inspection, diagnosis, or examination, once the Supplier determined the work that is required. The Supplier will then inform the Customer of any such proposed revisions, and the Supplier will give the Customer an opportunity to cancel the Contract if it does not agree to such revisions, but in such case the Supplier may still make a Charge for any investigation, dismantling and re-assembly, inspection, diagnosis, or examination. The Supplier will not commence and will not be obliged to commence provision of any Services or supply of any Purchased Goods, until the Customer has agreed such revisions.
4.3 Work Arising: The Prices, Services, Purchased Goods, and Contract Description do not include any Work Arising, and the Customer shall pay the Supplier's additional reasonable Price for any Work Arising carried out by the Supplier. If the Supplier identifies any Work Arising then the Supplier will inform the Customer of the additional Price (and whether it is an estimate or fixed price) for carrying out the Work Arising, and the Supplier may make a reasonable revision to the delivery date for the Services. The Supplier will not carry out, and will not be obliged to carry out, any Work Arising until this has been agreed with the Customer.
5.1 Manufacturer Service Specification: Any Services which comprise servicing of a Customer Vehicle will be performed according to the Manufacturer's service specification, unless otherwise agreed with the Customer.
5.2 Manufacturer warranty: Where the Customer has informed the Supplier that any Customer Vehicle or other Customer Property is covered by a Manufacturer Warranty, the Supplier will obtain permission from the Manufacturer prior to carrying out any work which is covered by that Manufacturer Warranty or which may otherwise invalidate the Manufacturer Warranty. The Supplier may cancel any Services and supply of Purchased Goods which are warranty repairs under a Manufacturer Warranty, if the Supplier is not able to obtain reimbursement of the cost from the Manufacturer.
5.3 Service Location: Unless otherwise stated in the Contract Terms, all Services will be carried out at the Service Location.
5.4 Delivery of Customer Vehicle and other Property to Supplier: Unless the Supplier has agreed to do this under the Contract Description, the Customer shall recover or transport the Customer Vehicle or other Customer Property to the Service Location and deliver it to the Supplier at the Service Location, at its own cost, at such time as has been agreed or booked with the Supplier, or otherwise in a reasonable time. If the Supplier has agreed to recover, collect and/or transport the Customer Vehicle or other Customer Property, the Supplier may charge the Price stated in the Contract Terms, or if none is stated, a reasonable additional Charge (including its direct costs) for recovering, collecting or transporting the Customer Vehicle or other Property to the Service Location. The Customer shall supply with the Customer Vehicle or other Customer Property all Manufacturer Warranty terms, service history documents, and any other information and documents required by the Supplier. The Customer warrants that and shall ensure that the Supplier is authorised (including by the Customer or the owner and/or registered keeper) to carry out the Services and to drive any Customer Vehicle or other Customer Property in connection with the performance of the Contract.
5.5 Replacement Parts: The Supplier will wherever possible, (but is not obliged to) supply parts manufactured by the same manufacturer as the parts they are replacing or the manufacturer of the Customer Vehicle or other Property, and may where this is not possible, or where the Customer elects it choose to use suitable alternatives instead. Where a particular manufacturer's part number is stated in the Contract Description, this is for reference purposes only, and does not imply that an original part from that manufacturer will be used.
5.6 Replaced Parts: Title to any parts, accessories, extras or other items removed and replaced by the Supplier under any Services or Warranty Repairs shall pass to the Supplier on their replacement. However, if the Customer is a consumer, the Customer may request, at the time it makes the Contract, that it be given an opportunity to inspect and keep any such removed and replaced items.
5.7 Courtesy Cars: Where the Supplier has agreed to supply a courtesy car, it will be hired subject to a separate hire agreement, and such hire does not form part of the Contract.
5.8 Re-delivery of Customer Vehicle and other Property to Customer: Subject to Clause 5.9 the Supplier will, on completion of the Service, re-deliver the Customer Vehicle and other Customer Property back to the Customer. Such re-delivery will be at the Service Location unless otherwise agreed in writing. If otherwise agreed, then the Supplier may charge the Price stated in the Contract Terms, or if none is stated, a reasonable additional Charge (including its direct costs) for driving or transporting the Customer Vehicle or other Customer Property to the Customer.
5.9 Storage Charge: The Supplier will notify the Customer when the Customer Vehicle or Customer Property is ready for re-delivery. If the Customer does not take delivery of the Customer Vehicle or other Customer Property within 3 days of such notification, then the Supplier may make a Storage Charge for each day from and including the day of such notification to and including the day that delivery of the Customer Vehicle or other Customer Property is taken by the Customer.
6.1 New And Used: The Purchased Goods will be New or Used, as stated in the Contract Description. If not so stated, then the Purchased Goods will be New unless it is clear from all the circumstances that they are sold as Pre-Registered or Used, in which case they will be Pre-Registered or Used as the case may be.
6.2 Identification and Procurement: Where the Purchased Goods have already been uniquely identified, including where the Purchased Goods are Used, then the Purchased Goods will be those identified goods. In any other case, the Purchased Goods will be procured by the Supplier from the Manufacturer or another third party for resale to the Customer.
6.3 Inability to procure and substitution: If the Supplier is to procure the Purchased Goods from a third party and is unable to do so at all or in time, the Supplier may substitute an equivalent to the Purchased Goods, or cancel the Contract in relation to those Purchased Goods, without liability to the Customer.
6.4 Service Location: The Purchased Goods shall be delivered at, and shall be collected by the Customer at, the Service Location. If the Service Location is not the Supplier's premises, the Supplier will transport the Purchased Goods to the Service Location for delivery.
6.5 Passing of Risk: Risk in the Purchased Goods shall pass to the Customer on delivery to the Customer, and the Customer must insure the Purchased Goods accordingly.
7. DELIVERY DATE
The Supplier will use reasonable endeavours to carry out and complete the Services and deliver the Purchased Goods on such date and within such time as may have been agreed by the Supplier and the Customer. All dates and times agreed or specified for delivery are estimates only. The Supplier is not obliged to provide the Services outside the Supplier's normal working hours. The Supplier shall be entitled to delay the performance of the Services and delivery of the Purchased Goods, and revise the delivery date, where it does not have available and in stock the parts it needs to carry out the Services, until such parts are available. Where the Customer is not a consumer, the Supplier will not be liable for late or non-delivery unless the time for completion of the Services and delivery of the Purchased Goods has passed, and the Supplier has not completed the Services within a further seven (7) days after notice of the Customer requesting completion of the Services and delivery of the Purchased Goods.
8.1 Obligation to Pay: The Customer shall pay to the Supplier the Prices and all other Charges, together with VAT.
8.2 Deposits: All Deposits are legal deposits, which means that they will be forfeited if the Customer fails to perform the Contract. If a Deposit is to be refunded, this will be made, less deductions permitted by this Contract or law, within any legally required time period or in any other case within 30 days.
8.3 VAT: Unless otherwise stated, all Prices and other Charges are inclusive of VAT. Where VAT is stated separately, then the Prices and other Charges are exclusive of VAT which shall be payable in addition. In each case VAT will have been calculated on rate at the time the Contract was made or the Charge arose. If the VAT rate subsequently changes, then the Supplier may and will adjust the amount of VAT payable by the Customer to that applicable at the time the taxable supply occurs, and adjust any VAT inclusive Prices and other Charges accordingly.
8.4 Fixed Price: Unless the Price is stated to be an estimated Price, the Price for any Services shall be a fixed Price for the agreed scope set out in the Contract Description. The Price for any Purchased Goods shall always be a fixed price.
8.5 Estimated Price for Services: Where any Price is stated to be an estimate for any Services, this is only an approximate price, and any information given is only a general guide to the cost of the Services, which could be more or less than the estimate given. An estimated Price may for example be given if the Supplier has not had a chance to fully inspect and/or dismantle any motor vehicle or other goods, and the Supplier finds that additional services are needed, or more labour time, or additional parts and materials are needed to complete the Services.
8.6 Calculation where not a fixed Price: Where any Price is an estimate, or any additional Price or other Charge arises which is not fixed amount, then such Price or other Charge shall be a reasonable charge, including the following: (a) all labour reasonably and properly incurred by the Supplier, applying the Supplier's standard hourly rates at the time the Contract was made, or any hourly rates stated in the Contract Terms; (b) any costs of any third party to whom any part of the Services are sub-contracted, plus a reasonable mark-up; (c) the price of any parts, materials, or other goods supplied, at the Supplier's then list price, or if there is no list price, at cost plus a reasonable mark-up; (d) all other costs and expenses reasonably and properly incurred by the Supplier, including for recovery or transportation of the Customer Vehicle or any other Customer Property.
8.7 Partial Completion: If the Services are terminated for any reason (other than the fault of the Supplier), then the Supplier may make a reasonable charge for the Services carried out and Goods procured, fitted or supplied to date.
The Customer shall pay all Charges and VAT strictly in accordance with the following terms, which are of the essence:-
9.1 Invoicing: All Prices and other Charges stated in the Contract Terms may be invoiced (together with VAT) at any time after the making of the Contract. All Charges which arise or are agreed after the making of the Contract may (together with VAT) be invoiced at any time after they have arisen or been agreed.
9.2 Time for Payment: The Customer shall pay any Deposit on the making of the Contract. All Charges and VAT shall be paid prior to delivery of the Services and Purchased Goods, and prior to re-delivery of any Customer Vehicle or other Customer Property, or, if sooner, within 3 days after the Supplier informs the Customer that the Services have been completed and that any Customer Vehicle or other Customer Property is ready for re-delivery. If any additional Charges and VAT arise after the making of the Contract then they shall be paid on demand. The Supplier may withhold delivery of the Purchased Goods and re-delivery of the Customer Vehicle and other Customer Property until all Charges and VAT have been paid. The Supplier will give credit against any Price for any Deposit already paid in the Price for the Services. For the avoidance of doubt, all VAT shall be due and payable at the same time as the Charges to which it relates.
9.3 Credit Accounts: If the other Contract Terms state that credit terms apply, then the Charges and VAT shall instead be paid within 20 days (or such longer period as may have been agreed in the other Contract Terms) after the date which they would otherwise have been payable under Clause 9.2. However the Supplier may cancel this Clause 9.3 and require payment in accordance with Clause 9.2, if the Customer suffers an Insolvency Event at any time or fails to perform its part of the Contract or any other contract between the Customer and Supplier.
9.4 Cash Payment Only: No Charge or VAT shall be considered to have been paid unless and until it has been received by the Supplier in full, in cash or cleared funds. Except for any Part Exchange Allowance, the Customer shall pay the Charges and VAT in cash and not in kind.
9.5 Payment Method: If a payment method is stated in the other Contract Terms for any Charges and VAT, then that method shall apply to those Charges and VAT. All other Charges and VAT shall be paid by bankers draft, building society cheque, cash, direct debit payment, or bank transfer. If the Supplier allows payment to be made by cheque, then the cheque must be supported by a guarantee card, the amount is not considered to have been paid until the cheque clears, and the Customer must provide the cheque 7 days before the payment due date to allow time for clearance. Payment instruments sent by post or courier are at the risk of the Customer.
9.6 Charge-Backs: If payment received by the Supplier is subject to a charge back or otherwise reversed without the agreement of the Supplier, and other than where the Customer was legally entitled to such refund under the Contract, then this shall be considered to be a repudiatory breach (i.e. the most serious breach) of the Contract by the Customer. Title to all Purchased Goods and Replacement Goods shall pass immediately back to the Supplier, and Clause 10 shall apply again.
9.7 Interest: The Supplier may charge daily interest on overdue Charges and VAT from the due date until payment (before and after any judgement), at an annual rate of 3% for Customers who are consumers, and 15% for all other Customers.
9.8 Allocation of payments: The Supplier may allocate any payment received from the Customer to such debt (under this Contract or any other contract) as the Supplier may decide.
9.9 No Set-Off: If the Customer is not a consumer, then it shall pay all Charges and VAT without any set-off, deduction, withholding, or counter-claim.
9.10 Lien And Power Of Sale: The Supplier shall have a lien over the Customer Property in respect of all Charges and VAT, and may retain possession of the Customer Property until payment in full in cash or cleared funds of all Charges and VAT. If the Supplier exercises any right of lien, the Customer shall pay to the Supplier a Storage Charge from the date of exercise of the lien, until the lien ceases. If the Supplier exercises any lien, and any Charge for which it is claimed is not paid within 14 days after the due date for payment of that Charge, then the Supplier shall be entitled to sell the Customer Property (including at public auction), and the Customer appoints the Supplier as its agent to effect such sale, with authority to pass title to any purchaser. If the Supplier sells the Customer Property under such power, it will account to the Customer for their reasonable trade market value (which if sold at auction, will be deemed to be the amount realised by the auction), but may first deduct and retain from the proceeds of sale the Charges and VAT in respect of which the lien is claimed, and the Supplier's reasonable direct costs and expenses incurred in relation to such sale. The Supplier will pay any net amount remaining of such proceeds of sale to the Customer within 30 days of receiving such proceeds.
10.1 When title passes: Title to any Purchased Vehicle and other Purchased Goods, and any Replacement Goods, shall pass to the Customer when the last of the following conditions is met: the Purchased Goods and Replacement Goods have been delivered to the Customer; the Part Exchange Vehicle (if applicable) has been delivered to the Supplier; and the Customer has paid the Supplier all Charges and VAT (including both those agreed when the Contract was made and those arising or agreed subsequently). Until that time, such title shall remain with and is reserved by the Supplier. If the Customer is not a consumer, then an additional condition shall be that title shall not pass so long as there are any amounts are payable by the Customer to the Supplier under any other contract between the Customer and Supplier.
10.2 Position between delivery and Passing of Title: The following terms shall apply to those Purchased Goods or Replacement Goods which have been delivered to the Customer but where the Supplier retains title: (a) the Customer is loaned them only; (b) the Supplier may retain possession of any Vehicle Registration documents; (c) the Supplier may place notices of ownership on them, which the Customer shall not remove; (d) the Customer must tell the Supplier where they are and permit the Supplier to inspect them on demand; (e) the Customer must use them with reasonable care; (f) the Customer shall keep them insured for the Price against all usual risks; (g) the Customer must keep them in its sole possession and not sell, hire, create any encumbrance over or dispose of them, except that (1) if the Customer operates a self-drive hire business, the Customer may hire them out in accordance with that business, but shall indemnify the Supplier against any claims made against the Supplier arising out of that business and hire, and (2) if the Customer is a motor dealer then the Customer may resell any Purchased Vehicle or Replacement Goods under contracts with its customers made in the ordinary course of its business, at their reasonable market value, as principal, in which case title will pass to the Customer the moment before title is to pass to the Customer's immediate sub-buyer under any such contract for resale; (h) the Customer's right to use and possession of them shall cease immediately, and the Customer shall return them on demand, if the Customer suffers an Insolvency Event, or any amount under this or any other agreement between the parties becomes overdue; (i) the Customer irrevocably licences the Supplier (and its authorized representatives) to enter onto any premises (with or without vehicles) where they are or reasonably thought to be, for the purposes of inspecting, locating or repossessing them; (j) if the Customer sells them, or claims on any insurance policy with respect to any loss, damage, theft or destruction to them, it declares that it holds all proceeds of sale or insurance on trust for the Supplier up to the Charges and VAT outstanding under the Contract; (k) and the Supplier shall be entitled to maintain an action for the price even if title has not passed to the Customer.
11.1 Contract Description: Section 13 of the Sale of Goods Act 1979 and Section 3 of the Supply of Goods and Services Act 1982 imply a term into the Contract that the Purchased Goods and Replacement Goods will correspond to their description. Where any Purchased Vehicle is Pre-Registered, the Customer is notified that it will have a previous registered keeper under the Vehicle Registration, which may affect its resale value, and it may also be more difficult to obtain finance for a Pre-Registered motor vehicle. Where the Customer is not a consumer, the only description that shall apply shall be the Contract Description, and also nothing in the Contract shall prejudice the operation of Section 15A of the Sale of Goods Act 1979 or Section 5A of the Supply of Goods Act Services Act 1982.
11.2 Quality: For Customer's who are consumers, Section 14 of the Sale of Goods Act 1979 and Section 4 of the Supply of Goods and Services Act 1982 imply a term into the Contract that the Purchased Goods and Replacement Goods will be of satisfactory quality, EXCEPT FOR: (a) anything which has been drawn to the attention of the Customer before the Contract was made; and (b) if the Customer examined the Purchased Goods and Replacement Goods, anything which that examination ought to have revealed. Section 13 of the Supply of Goods and Services Act 1982 implies a term that the Services will be provided with reasonable care and skill.
For Customers who are not consumers, [the implied terms above are hereby excluded and the Supplier excludes all liability for the quality of the Goods [and Services], and the Customer shall make any claim solely against the Manufacturer under the Manufacturer Warranty (if any).].
For Customers who are not consumers, the Customer acknowledges and agrees that with respect to the Purchased Goods and any Replacement Goods: [(a) satisfactory quality will be judged only in relation to the Contract Description and not any other description], and (b) it has had an opportunity to [carry out a full technical inspection of them] inspect them (whether or not it has done so) and that they are sold with and subject to anything which that examination would have revealed; and (c) it has not communicated to the Supplier any particular purpose for which the Purchased Goods are being bought or acquired.
11.3 Warranty Claims - Consumers: If the Customer is a consumer, and the Purchased Goods are Defective, then Part 5A of the Sale of Goods Act 1979 and Part 1B of the Supply of Goods and Services Act 1982 give the Customer certain rights to ask for a repair, or if proportionate a replacement, and if neither a repair or replacement is possible or proportionate, to obtain an appropriate reduction in the price or to cancel the Contract and ask for a refund (which may be reduced to take account of the use already made of the Purchased Goods).
11.4 Warranty Claims - Non-Consumers: This Clause shall apply to Customers who are not consumers. The Customer shall cease to have any right to reject the Goods or Services with respect to, and the Supplier shall not be liable at all for, any Defects notified more than 6 months after the date the delivery of the Services and Goods was completed, or, if sooner, notified after the Customer Vehicle or other Customer Property has travelled more than 6000 miles from delivery back to the Customer (the "Warranty Period"). Where the Customer discovers a Defect, the Customer shall notify the Supplier promptly, and first give the Supplier a reasonable opportunity to inspect and provide a repair or replacement. The Customer shall be responsible for and shall pay the cost (including any costs incurred by the Supplier) of recovering and transporting any Customer Property or Goods between the Supplier and the Customer, including to the Supplier's nominated premises for inspection and any repairs required. Where the Supplier carries out a repair or replacement for a Defect, the unexpired balance of the Warranty Period at the point of notification of the Defect shall apply with respect to any further Defects arising.
Unless otherwise stated in the Contract Terms, the Purchased Goods or Replacement Goods are not supplied with any Manufacturer Warranty. The rest of this Clause applies if the Purchased Goods or Replacement Goods are stated in the Contract Terms to be supplied with or are in fact supplied with a Manufacturer Warranty. A Manufacturer Warranty is an agreement directly between the Customer and the Manufacturer, and the Supplier itself is not liable for and has no obligation in relation to any Manufacturer Warranty. With respect to any Purchased Goods or Replacement Goods which are Used or Pre-Registered, the Supplier hereby assigns to the Customer, on the passing of title to the Purchased Goods or Replacement Goods, and if it is assignable, the benefit of any Manufacturer Warranty in existence which is held by the Supplier with respect to such Purchased Goods or Replacement Goods. The Customer shall comply with the terms of each Manufacturer Warranty provided to it, and shall take all steps needed to register the Manufacturer Warranty or any transfer of the Manufacturer Warranty with the Manufacturer. If the Customer wishes to make a claim under a Manufacturer Warranty, it should take the Purchased Goods or Replacement Goods to the Manufacturer's nearest approved distributor or authorised repairer. If the Supplier carries out any Warranty Repairs covered by a Manufacturer Warranty, the Supplier is doing so on behalf of the Manufacturer.
LIMITATION OF LIABILITY
13.1 Consumers: This Clause 13.1 applies if the Customer is a consumer. The Supplier does not restrict or exclude its liability to the Customer except as follows: the Supplier shall not be liable for business related loss or damage, or for any loss or damage which was not reasonably foreseeable, or for any loss or damage not caused by a breach of the Contract by the Supplier or any negligence or other act or omission on the part of the Supplier; and the Supplier shall have no liability for any loss, damage, destruction or theft occurring to any Customer Property (and any other property of the Customer left in a Customer Vehicle) unless caused by the negligent or deliberate acts of the Supplier or its servants and agents. In any event, nothing restricts or excludes the Supplier's liability for fraud or fraudulent misrepresentation.
13.2 Non-Consumers: This Clause 13.2 applies if the Customer is not a consumer. Except as otherwise stated in this Clause, the Supplier's liability, for all events and circumstances in aggregate giving rise to liability of the Supplier, shall be limited to the total of the Prices payable under the Contract as initially agreed and set out in writing in the Contract Terms when the Contract was made. The Supplier does not restrict or exclude is liability for fraud or fraudulent misrepresentation, for breach of any implied term relating to title to any Goods, or to any individual for death or personal injury. The Supplier's liability for the following is excluded: loss of profits (including loss of user profits and loss of profits on a resale), revenue, contract, production, custom, repeat orders, reputation, business and goodwill; liability of the Customer to a third party (including a sub-buyer under a resale); extra, incidental, wasted and reliance expenditure; fines; anticipated savings; indirect, special, incidental, or consequential loss or damage; any loss or damage which was not reasonably foreseeable; and any loss or damage not caused by a breach of the Contract or any negligence or other act or omission on the part of the Supplier. The Supplier shall have no liability for any loss, damage, destruction or theft occurring to any Customer Property (and any other property of the Customer left in a Customer Vehicle) unless caused by the negligent or deliberate acts of the Supplier or its servants and agents.
14.1 Events beyond the Supplier's control: The Supplier shall be entitled to a reasonable extension of time to perform the Contract if it is not able to perform at all or within the contractually required timescale due to unforeseen events beyond the Supplier's reasonable control, including any inability to procure or shortage of goods parts or labour. If the Supplier is able to perform some but not all of its contracts as a result of such an event, the Supplier may decide which contracts to perform, and in what order. If the Supplier reasonably considers that it will not able to complete performance of the Contract as a result of such an event, the Supplier may terminate the Contract without liability to the Customer.
14.2 Insolvency: The Supplier may terminate the Contract if: the Customer is a business, and creases trading; the Customer becomes insolvent; the Customer is made bankrupt; the Customer commences winding-up, liquidation or dissolution; a court order is made to give the Customer protection or postponement against any of its creditors or relief from any of its debts; the Customer makes any arrangement or composition with any of its creditors; a liquidator, administrator, administrative receiver or receiver is appointed over or takes possession of any of the Customer's assets or undertaking; any step is taken to achieve any of the above in relation to the Customer; or any equivalent or similar event occurs in relation to the Customer in any other jurisdiction in the world.
14.3 Enforcement Costs: This Clause does not apply to consumers. The Customer shall indemnify the Supplier against all fees, costs and expenses incurred by the Supplier (including court, legal and expert fees), in enforcing the Contract against the Customer, in recovering Charges and VAT, in recovering damages, and in successfully defending any claims or legal proceedings brought by the Customer..
14.4 Transfer of the Contract: The Customer may not transfer the Contract, except that with respect to the Goods, if the Customer is a consumer, then the Customer may transfer its rights under Clause 11(SUPPLIER'S WARRANTIES) with respect to those Goods to any person who the Customer validly sells the Goods to, once title to those Goods has passed to the Customer and the Customer has paid all Charges and VAT. The Supplier may transfer or charge the Contract and/or any Charges and VAT payable under it.
14.5 Sub-Contracting: Either party may sub-contract their obligations.
14.6 Waiver: If a party allows extra time to perform, or waits before enforcing the Contract, it may still require performance of or enforce the Contract at a later time.
14.7 Severable terms: If any Contract Term cannot be enforced for any reason, the rest of the Contract shall not be affected.
14.8 No third party rights: The Contract shall not benefit or be enforceable by any person other than the named Supplier and Customer.
14.9 Interpretation: References to any gender include every gender. References to the singular include the plural and vice versa. References to any legislation include each rule, order and regulation made under it, and any future amendment, re-enactment, or replacement. References to any person include individuals, partnerships, companies and other bodies corporate, and government officers and bodies. References to "include" or "including" shall be read as being followed by the words "(without limitation)". References to "deliver" and "delivery" mean, in relation to any goods, the voluntary transfer of possession from one person to another, including to their carrier, agent, or representative, and in relation to services, the completion of those services. References to "title" mean legal and beneficial title and property, free from encumbrances. References to "encumbrance" include any reservation of any title; any hire, hire purchase, conditional sale, credit sale, pawn or security deposit agreement; any charge, lien, mortgage, pledge, or bill of sale; and any obligation to create any encumbrance. References to liability of the Supplier include: any liability for breach of the Contract (including contractual negligence), any liability for any tort (including non-contractual negligence) committed in connection with or in the course of performing the Contract; any liability under any legislation, or under a statutory right of the Customer, or for breach of a statutory duty; any liability for misrepresentation; and any liability in restitution or to pay restitution damages.
14.10 Law and Jurisdiction: The law of England and Wales shall govern the Contract, and the courts of England and Wales shall have exclusive jurisdiction.