IF YOU ARE A CONSUMER AND ENTER INTO THIS CONTRACT OTHER THAN AT ARBURY’S PLACE OF BUSINESS, YOU ARE ENTITLED TO CANCEL THIS CONTRACT WITHIN 14 DAYS OF DELIVERY OF THE GOODS BY COMPLETING THE CANCELLATION FORM PROVIDED. THIS RIGHT TO CANCEL ONLY APPLIES TO CONSUMERS ( I.E. AN INDIVIDUAL ACTING FOR PURPOSES WHICH ARE WHOLLY OR MAINLY OUTSIDE THAT INDIVIDUAL’S TRADE, BUSINESS, CRAFT OR PROFESSION) WHO ENTER INTO THIS CONTRACT AT A PLACE OTHER THAN ARBURY’S PLACE OF BUSINESS AND IS SET OUT IN MORE DETAIL IN CLAUSE 10
1.1 Definitions. In these Conditions, the following definitions apply:
Arbury: Cathedral Motor Company Limited t/a Arbury Motor Group (registered in England and Wales with company number 03910203).
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between Arbury and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from Arbury.
Deposit: the non-refundable up front payment requested by Arbury as a condition of accepting the Order.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out the Customer's written acceptance of Arbury's quotation.
Specification: any specification for the Goods that is agreed in writing and set out in the Order, by the Customer and Arbury.
Warranty Period: for new Goods, the period which the manufacturer of Goods or parts warrants to Arbury that such Goods or parts will comply with the quality standards set out in clause 5 and for used Goods or parts the period of 3 months from the date of delivery, during which Arbury warrants that the Goods will comply with the quality standards set out in clause 5.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Customer has paid the Deposit (if any) and Arbury issues a written acceptance of the Order or delivers the Goods, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Arbury which is not set out in the Contract.
2.5 A quotation for the Goods given by Arbury shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
3.1 The Goods are described in the Order.
3.2 Arbury reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4.1 Arbury shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Arbury reference numbers and the type and quantity of the Goods.
4.2 The Customer shall collect the Goods from such location as is set out in the Order, or if no such location is set out in the Order, from such of Arbury's premises at which the Contract was entered into (Delivery Location) within 3 Business Days of Arbury notifying the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Customer taking control of the Goods at the Delivery Location, subject to the Customer having made payment for the Goods in accordance with clause 7. For the avoidance of doubt, the Customer shall not be entitled to take delivery of the Goods until payment in full has been received.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Arbury shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Arbury with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Customer fails to take accept delivery of the Goods within three Business Days of Arbury notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Arbury's failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Arbury notified the Customer that the Goods were ready; and
(b) Arbury shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6 If 20 Business Days after the day on which Arbury notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Arbury may resell or otherwise dispose of part or all of the Goods and, after deducting the non-refundable Deposit, reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. For the avoidance of doubt the Customer shall not be entitled to the non-refundable Deposit, subject to any statutory rights they may be have.
5.1 Arbury warrants that on delivery, and for the Warranty Period, the Goods shall:
(a) conform in all material respects with the Order;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to Arbury during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) Arbury is given a reasonable opportunity of examining such Goods; and
(c) the Customer return such Goods to Arbury's place of business at the Customer's cost,
Arbury shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 Arbury shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Arbury's oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of Arbury;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Arbury shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by Arbury.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until Arbury receives payment in full (in cash or cleared funds) for the Goods.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(b) notify Arbury immediately if it becomes subject to any of the events listed in clause 8.2; and
(c) give Arbury such information relating to the Goods as Arbury may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy Arbury may have, Arbury may at any time require the Customer to deliver up the Goods and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order, subject to amendment of the price by Arbury in accordance with clause 7.8.
7.2 The price of the Goods is exclusive of amounts in respect of value added tax (VAT) and any customs, import or other duties charged in respect of the sale and importation of the Goods introduced or increased since the date the Order was accepted (New Tariffs). The Customer shall, (a) on receipt of a valid VAT invoice from Arbury, pay to Arbury such additional amounts in respect of VAT and (b) on receipt of an invoice from Arbury notifying the Customer of New Tariffs, pay to Arbury an amount equal to the New Tariffs, as are chargeable on the supply of the Goods.
7.3 Arbury may invoice the Customer for the Goods (less any Deposit already paid) on or at any time prior to completion of delivery.
7.4 The Customer shall pay the invoice in full and in cleared funds prior to delivery. Payment shall be made to the bank account nominated in writing by Arbury. Time of payment is of the essence.
7.5 If the Customer fails to make any payment due to Arbury under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Arbury may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Arbury to the Customer.
7.7 In the event that the Deposit has been paid by a party other than the Customer (Deposit Funder) as part of a deposit contribution towards a finance agreement (or other similar arrangement) and the Customer subsequently withdraws from the Contract and Arbury is required to repay the Deposit to the Deposit Funder, the Customer shall be obliged to pay to Arbury an amount equal to the Deposit in consideration for Arbury’s management time and losses.
7.8 In the event that the list price used by Arbury in respect of the Goods on the date the Order is accepted has increased on or before the date of invoice, Arbury shall (to the extent such increase has not already been accounted for pursuant to clause 7.2) be entitled to increase the price set out in the Order by the amount by which the list price has increased since the date the Order was accepted.
8. TERMINATION AND SUSPENSION
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, Arbury may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of clause 8.1, the relevant events are:
(a) 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) 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 (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(e) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(f) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(g) the Customer's financial position deteriorates to such an extent that in Arbury's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(h) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, Arbury may suspend provision of the Goods under the Contract or any other contract between the Customer and Arbury if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(h), or Arbury reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to Arbury all of Arbury's outstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude Arbury's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for Arbury to exclude or restrict liability.
9.2 Subject to clause 9.1:
(a) Arbury shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Arbury's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods, received by Arbury.
9.3 In the event that the Customer is a consumer and rejects the Goods pursuant to Chapter 2 of the Consumer Rights Act 2015, Arbury reserves its right to make a deduction from the refund payable to the Customer to account for the Customer’s use of the Goods, pursuant to section 24(8) of the Consumer Rights Act 2015 and such deductions for vehicles shall be made at the following daily rates, or as otherwise adjusted by Arbury from time to time: (i) Small (3dr) cars - £35, (ii) medium cars - £39, (iii) large cars and sport utility vehicles - £69, (iv) small vans - £49, (v) medium vans - £69, (vi) large vans and pick up vehicles - £89 and (vii) electric and hybrid vehicles - £99.
10. CONSUMER’S RIGHT TO CANCEL
10.1 This clause 10 only applies to Customers who are consumers and who entered into this Contract at a place other than Arbury’s place of business and are exercising their right to cancel within 14 days of delivery of the Goods pursuant to the Consumer Contracts Regulations 2013.
10.2 In order to cancel this Contract the Customer must complete the cancellation form provided and post or email it to Arbury at the addresses on the form.
10.3 If the Customer cancels the Contract after the Goods have been delivered, the Customer must return the Goods to Arbury at the Customer’s own cost.
10.4 Arbury will refund the price paid for the Goods by the Customer (including delivery costs), by the same method as payment was received. However Arbury may reduce the refund (excluding delivery costs) to reflect any reduction in the value of the Goods due to the Customer’s use. Such deductions for vehicles shall be made at the following daily rates, or as otherwise adjusted by Arbury from time to time: (i) Small (3dr) cars - £35, (ii) medium cars - £39, (iii) large cars and sport utility vehicles - £69, (iv) small vans - £49, (v) medium vans - £69, (vi) large vans and pick up vehicles - £89 and (vii) electric and hybrid vehicles - £99.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12.1 Assignment and other dealings.
(a) Arbury may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Arbury.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract 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 Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 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.
12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Arbury.
12.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
12.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).