1. Definitions

1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.

1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.

1.3 ‘Delivery date’ means the date estimated by the Seller when the goods are to be delivered.

1.4 ‘Goods’ means the vehicle[s], which the Buyer agrees to buy from the Seller and specified above.

1.5 ‘Price’ means the price for the Goods excluding carriage, packaging, insurance and VAT.

1.6 ‘Seller’ means Asturian House, Asturian Gate, Ribchester, Lancashire, PR3 3XQ

2 Conditions applicable

2.1 These Conditions shall apply to all contracts for the Sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions.

2.2 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. Price and Payment

3.1 Subject to clause 3.2 the Price of the Goods shall be the Seller’s quoted price and shall be binding on the seller provided that the Buyer shall accept the Seller’s quotation within 30 days.

3.2 The seller may by giving notice to the Buyer at any time up to 7 days before delivery increase the Price of Goods to reflect any increase in the cost to the Seller which is due to factors occurring after the making of the contract of sale which are beyond reasonable control of the Seller (including without limitation increase in the manufacturers prices, taxes and duties and foreign exchange fluctuations) provided that the Buyer may cancel this contract within 7 days of any such notice from the Seller.

3.3 Price is exclusive of VAT which shall be due at the rate ruling on the date of the sellers invoice.

3.4 The Seller shall not be bound to deliver the Goods until the Buyer has paid for them. Payment shall be due before the Delivery Date and time for payment shall be of the essence.

3.5 If the Buyer fails to make any payments on the due date then without prejudice to any of the Seller’s other rights the Seller may:

3.5.1 Suspend or cancel deliveries of any articles due to the Buyer; and/or

3.5.2 Appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract of the Buyer) as seller may in its sole discretion think fit.

3.6 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above the base rate of the Seller’s bank from time to time in force and shall accrue at such a rate after as well as before any judgment.

3.7 All payments are due in the currency as requested in the invoice.

4. Conditional Contract

4.1 The Buyer and Seller agree that this Contract is upon:-

4.1.1 The Seller receiving written confirmation from the manufacturer that the manufacturer is able to supply the Goods to the Seller on the Delivery Date; and

4.1.2 The seller obtaining appropriate finance on behalf of the Buyer to assist in the purchase of the Goods; and

4.1.3 The relevant finance company completing any finance agreement.

4.2 If the Seller is unable to confirm that each of the conditions referred to in clause 4.1 have been satisfied by the Delivery Date, the Seller may by written notice determine this Agreement without prejudice to any rights which may have accrued to either party.

5. The Goods

5.1 The Goods shall be supplied in accordance with the description contained in the Seller’s specification.

5.2 The Seller may from time to time make changes in the specification of the Goods in the event that such specification is changed by the manufacturer or where such changes are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.

6. Warranties and Liability

6.1 The Seller sells to the Buyer the Goods together with the benefit of the relevant manufacturers warranty only.

6.2 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999, Regulation 3(1)) all warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether expressed or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

6.3 Except in the case of death or personal injury caused by the Seller’s negligence, the Seller’s liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the sum of Ten thousand pounds (£10,000.00)

6.4 The Seller shall not be liable to the Buyer in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

7. Delivery of the Goods

7.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Goods will be subject to delivery mileage although transporters can be made available at the Buyers cost.

7.2 The Seller shall not be liable for any loss or damage whatever due to the failure by the Seller to deliver the Goods promptly (or at all) or for any damage or defect to the Goods delivered that is caused by any event or circumstances beyond the Seller’s reasonable control.

7.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 6 weeks of the Delivery Date.

7.4 If the Buyer refuses to accept delivery of the Goods, the Buyer shall in addition to the price, pay the Seller’s costs incurred in returning and storing or otherwise disposing of the Goods.

8. Acceptance of the Goods

8.1 The Buyer shall inspect the Goods on delivery and shall within 24 hours of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.

8.2 No Goods delivered to the buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.

8.3 If the seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of up to 15% of the invoice price. 8.4 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyers cost without prejudice to any rights or remedies the seller may have.

8.5 If the buyer properly rejects any of the Goods which are not in accordance with the contract the Buyer shall nonetheless pay the full price for such Goods unless the buyer promptly gives notice of rejection to the Seller and at the Buyers cost returns such Goods to the Seller before the date when payment of the price is due.

8.6 After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with the contract.

9. Retention of Title

9.1 The Goods shall be at the Buyer’s risk as from the date of actual delivery.

9.2 In spite of delivery having been made legal and equitable property in the Goods shall not pass from the Seller until: (a) The Buyer shall have paid the Price plus VAT in full; and (b) No other sums whatever shall be due from the Buyer to the Seller.

9.3 Until property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the seller. The Buyer shall store the Goods (at no extra cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

9.4 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.

9.5 Until such time as property in the Goods passes from the Seller, the Buyer shall upon request deliver up the Goods to the Seller. If the buyer fails to do so the seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

9.6 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.7 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

10. If the Buyer fails to make payment for the Goods in accordance with this Agreement or commits any other breach of this agreement or if any distress or execution shall be levied upon any of the Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purposes of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyers business or assets all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights, which it may have:

10.1 Suspend all future deliveries of the Goods to the Buyer and/or terminate this Agreement without liability upon its part: and/or

10.2 Exercise any of its rights pursuant to clause 9.

11. Proper Law of Contract

11.1 This contract is subjected to the law of England and Wales.

11.2 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

12. Exclusion of Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

13. Severance

Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this Contract.