Terms and conditions

These terms and conditions are between G M C Redditch Ltd a company registered in England and Wales, with company registration number 08772161 (we, us or our) and you, being the person or entity stated in the Sales Invoice (you or your), together the Parties and each a Party. Together, these terms and conditions and the Sales Invoice to which this Agreement is attached and any other document incorporated by reference, form the agreement under which we will provide the Goods and Services to you (Agreement).

Our Contact Details:
Address: Unit 6 Ennerdale Road, Shrewsbury, SY1 3LD England
Phone: 01743 464692
Email: [email protected]
Our registered VAT number is 134789775.

Our Liability under this Agreement

Limitations on our liability under this Agreement are set out here and at clause 8. Subject to clause 8.1 (liability which cannot be limited under law), but despite anything else to the contrary:

• if either you or we are in breach of the arrangements under this agreement, neither of us will be responsible for any losses that the other suffers as a result, except those losses which are a foreseeable consequence of the breach;
• after delivery or collection by you, you will be responsible for the safe keeping of the Goods, and you should make sure that you are adequately insured against any damage or loss which may occur to the Goods;
• you are responsible for any loss or damage to the Goods except if such loss or damage is caused by us or our employees. We will make good any damage to the Goods caused by our provision of the Services;
• a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss.

1. Acceptance

1.1 You have requested the Goods and Services set out in the Sales Invoice, and you are taken to accept this Agreement by the earlier of:

• (a) signing and returning the Sales Invoice to us;
• (b) accepting the Sales Invoice online or sending an email to us accepting the Sales Invoice (expressly or impliedly);
• (c) instructing us to proceed with the Goods and Services; and/or
• (d) making part or full payment of the Price (including any deposit)

2. Your right to change your mind

2.1 This clause 2 applies to the extent that you purchase Goods and Services from us as a Consumer, and the contract is formed ‘off-premises’ or at a ‘distance’. This means it applies if you buy from us online, over the telephone, or away from our business premises (for example, at a trade show, at your home or your workplace). It does not apply if you buy Goods and Services from us in person at our usual business premises.

2.2 You have 14 days to change your mind and cancel this Agreement after the day you (or someone you nominate) receive the Goods (or the last delivery of the Goods, where deliveries occur over different days) (Cancellation Period).

2.3 You do not have a right to change your mind in respect of:

• (a) Goods that are made to your specifications or are clearly personalised;
• (b) the Goods and Services if they are visits by us specifically requested by you for the purpose of carrying out urgent repairs or maintenance;
• (c) Goods you have damaged, or that are no longer in their original condition; or
• (d) Goods which become mixed inseparably with other items after their delivery.

2.4 Tell us you want to cancel this Agreement: To exercise your right to cancel this Agreement under this clause 2, please let us know by contacting us by email (using our contact details above).

2.5 Returning Goods to us: If you cancel this Agreement for any reason after the Goods have been dispatched to you, you must return them to us within 14 days of telling us you wish to cancel this Agreement (unless we offer to collect them, in which case, we will charge you the direct cost to us of collection).

2.6 You must cover the costs of returning the Goods to us, except in the following circumstances, where we will pay the costs of return:

• (a) if the Goods are faulty or misdescribed; or
• (b) if you are exercising your right to change your mind under clause 2 (provided you use a form of delivery (for example, a courier) approved by us.

2.7 If you are exercising your right to change your mind and returning goods to us, we may reduce your refund of the Price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by your mishandling. If we refund you the Price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

2.8 We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind under clause 2 and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the relevant Goods back from you.

3. Supply of Goods and Services

3.1 In consideration of your payment of the Price, we will supply the Goods and Services to you in accordance with this Agreement, whether ourselves or through our Personnel.

3.2 We warrant to you that the Goods and Services will be provided using reasonable care and skill.

3.3 If this Agreement expresses a time within which the Goods and/or Services are to be supplied, we will use reasonable endeavours to provide the Goods and/or Services by such time, but you agree that such time is an estimate only.

3.4 All variations to the Goods and Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause.

3.5 We will not be responsible for any Goods and Services unless expressly set out in the inclusions in the Sales Invoice.

4. Delivery, Title and Risk

4.1 Title in the Goods will only pass to you on the date that you pay the Price in full in accordance with this Agreement.

4.2 If we are responsible for delivering the Goods to you, we will use reasonable endeavours to deliver the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once we have delivered the Goods to the agreed delivery location. You will be responsible for the costs of delivery. We will do all that we reasonably can to meet any given date for delivery and/or installation. In case of delays due to weather or circumstances beyond our reasonable control, we will contact you and agree an alternative date.

4.3 If you are responsible for collecting the Goods from us, you must collect the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once you have collected the Goods from the agreed collection location. You will be responsible for the costs of collection.

5. Manufacturers Warranties

5.1 Where the Goods are:

• (a) new, the details of any applicable manufacturer’s warranty will be provided to you at the time of delivery. You acknowledge that such warranties are provided by the relevant manufacturer and not by us, and that the terms and duration of those warranties are set by the manufacturer and may vary depending on the Goods supplied; or
• (b) used, if possible under the terms for the relevant manufacturer’s warranty, we will transfer to you the unexpired portion of any manufacturer’s warranty (if any) applicable to the Goods at the time of delivery.

5.2 You must comply with the terms and conditions of any applicable warranty, including any timeframes for repair or notification of defects. We are not responsible for any failure by a manufacturer to honour a warranty, or for any delay in the supply of parts or completion of repairs arising from the manufacturer’s own terms and conditions, which
remains a matter between you and the manufacturer.

6. Part Exchange

6.1 From time to time, we may agree (at our sole discretion) to accept a used vehicle from you in part exchange as part payment of the Price (Part Exchange Vehicle) as set out in the relevant Sales Invoice.

6.2 Any part exchange valuation given by us prior to our physical inspection of the Part Exchange Vehicle is a provisional estimate only and is not binding on us. The agreed Part Exchange Allowance is subject to our physical inspection and approval of the Part Exchange Vehicle and will only be confirmed in writing by us following such inspection.

6.3 You must deliver the Part Exchange Vehicle to us on or before the date of delivery of the Goods to you. We have the right to assess and/or re-assess our estimated Part Exchange Allowance, or to withdraw it entirely, if the Part Exchange Vehicle is not made available to us for inspection prior to the agreed delivery date of the Goods.

6.4 You warrant to us that:

• (a) the Part Exchange Vehicle is your absolute property and is free from all claims or restrictions;
• (b) all information provided by you regarding the Part Exchange Vehicle (including its age, mileage, condition, service history and any known defects) is complete and accurate; and
• (c) the Part Exchange Vehicle will be delivered to us in the same condition as when it was last inspected by us (if applicable), subject only to fair wear and tear.

6.5 If we have not inspected the Part Exchange Vehicle prior to confirming this Agreement, the Part Exchange Allowance is given in reliance on the information and warranties provided by you under clause 6.4. If, upon inspection, the Part Exchange Vehicle is found to be in a materially different condition from that described, or is found to have defects not previously disclosed, we reserve the right to adjust the Part Exchange Allowance accordingly, or to withdraw it entirely. In such circumstances, you will be required to discharge the outstanding balance of the Price via bank transfer.

6.6 If you sell, dispose of, or otherwise deal with the Part Exchange Vehicle before delivering it to us, you will be in breach of this Agreement.

6.7 Title in the Part Exchange Vehicle will pass to us absolutely upon delivery of the Part Exchange Vehicle to us.

6.8 We reserve the right to drive the Part Exchange Vehicle for the purposes of inspection, appraisal or testing.

7. Price and Payment

7.1 You agree to pay us the Price and any other amounts due under this Agreement in accordance with the Payment Terms.

7.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at law):

• (a) after a period of 5 Business Days from the relevant due date, cease supplying the Goods and/or Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs);
• (b) charge interest at a rate equal to the Bank of England’s base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms; and/or
• (c) enter any premises where the unpaid Goods are stored or held, for the purpose of retrieving and taking possession of those Goods, and you agree to provide any access, items and consents required to enable us to do so.

7.3 All payments under this Agreement must be made by bank transfer only. We do not accept payment by credit card, debit card, cheque or cash for balances due on the purchase of Goods.

7.4 The full balance of the Price (excluding any deposit already paid) must be received by us as cleared funds no later than three Business Days before the agreed date of delivery or collection of the Goods. We will not release the Goods to you until the full Price has been received as cleared funds.

7.5 VAT: All amounts payable by you under this Agreement are exclusive of amounts in respect of any taxes, including sales, use or value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under this Agreement by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

7.6 You are responsible for paying any taxes imposed by any government authority relating to your acquisition of the Goods and/or Services, including but not limited to any customs tax, excise tax, sales tax, use tax, or value added tax.

8. Liability

8.1 Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
• (d) defective products under the Consumer Protection Act 1987.

8.2 In addition to the limitations set out at the start of this Agreement, subject to clause 8.1 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:

• (a) if you are not a Consumer, neither Party will be liable for Consequential Loss;
• (b) if you are a Consumer, and you use the Services for any commercial, business or re-sale purpose, we will have no Liability to you for any loss of profit, loss of business, loss of data, business interruption, or loss of business opportunity.

8.3 We have given commitments as to the compliance of the Goods and Services with this Agreement and applicable laws in clause 8.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from this Agreement.

8.4 This clause 8 will survive the termination or expiry of this Agreement.

9. Term and Termination

9.1 This Agreement will commence on the Commencement Date, and will continue until the earlier of the date on which:

• (a) the Goods and Services are supplied to you in accordance with this Agreement (as determined by us, acting reasonably); and (b) this Agreement is terminated in accordance with this clause 9, (Term).

9.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

• (a) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
• (b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

9.3 Upon expiry or termination of this Agreement:

• (a) any payments made by you to us for Goods and Services already supplied are not refundable to you;
• (b) you are to pay for all Goods and Services supplied prior to termination, including Goods and/or Services which have been supplied and have not yet been invoiced to you, and all other amounts due and payable under thisAgreement;
• (c) you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to recover or repossess any Goods which we retain title to;
• (d) by us pursuant to clause 9.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees);
• (e) we may retain your documents and information (including copies) to the extent required by law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause Error! Reference source not found.; and
• (f) you agree to promptly return (where possible), or delete or destroy (where not possible to return), any documentation, information or material provided to you by us that is in your possession or control.

10. General

10.1 Amendment: Subject to clause 3.4, this Agreement may only be amended by written instrument executed by the Parties.

10.2 Assignment: Subject to clauses 10.3 and 10.12, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

10.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

10.4 Contracts (Rights of Third Parties) Act 1999: Despite any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a Party to it.

10.5 Confidential Information: Each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party’s business and operations. This clause does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with these confidentiality obligations. This clause Error! Reference source not found. will survive the termination of this Agreement.

10.6 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.

10.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

• (a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
• (b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

10.8 Governing Law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

10.9 Intellectual Property: As between the Parties, each Party retains all intellectual property rights in any intellectual property or other materials which are owned by or licensed to that Party and any improvements, modifications or enhancements of such intellectual property. Nothing in this Agreement constitutes a transfer or assignment of one Party’s intellectual property rights to the other Party.

10.10 Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

10.11 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

10.12 Subcontracting: We may subcontract the supply of any part of the Goods and/or Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.

11. Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the
Sales Invoice, and: Agreement means these terms and conditions and the Sales Invoice to which these terms and conditions are attached, and any documents attached to, or referred to in, each of them.

Business Day means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date this Agreement is accepted in accordance with clause 1.1. Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss”.

Consumer means an individual who, in entering into this Agreement, is acting wholly or mainly outside of their trade, business, craft or profession, as defined in the Consumer Rights Act 2015.

Goods means the goods to be supplied as set out in the Sales Invoice, as adjusted in accordance with this Agreement.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Sales Invoice means an invoice for the supply of Goods and Services to which these terms and conditions are attached.

Part Exchange Allowance means the provisional value attributed to the Part Exchange Vehicle by us, as set out in the Sales Invoice, which is subject to our physical inspection and approval of the Part Exchange Vehicle in accordance with clause 6.

Payment Terms mean the payment terms set out in the Sales Invoice.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price set out the Sales Invoice, as adjusted in accordance with this Agreement.

Services means the services to be supplied by us to you as set out in the Sales Invoice, as adjusted in accordance with this Agreement.