GSF Group | Terms and Conditions for Business Customers

Terms and Conditions for Business Customers

Your attention is particularly drawn to the provisions of Clause 16 (Limitation of Liability).

1 INTRODUCTION

1.1 These terms and conditions together with the documents referred to in them (together the “Terms”) provide the basis on which we will supply our goods (“Goods”) and our services (“Services”) to you.

1.2 These Terms only apply if you are a business, trade, sole trader or partnership (“Business Customer” or “you”). If you are not a Business Customer, please click the following www.gsfcarparts.com/terms-and-conditions to access the consumer terms and conditions which will apply to any orders you place with us.

1.3 Please read these Terms carefully before ordering any Goods or Services from us. By ordering any Goods or Services from us, you agree to be bound by these Terms.

2 ABOUT US

2.1 GSF Car Parts Limited is a company incorporated in England with registered number 01779084, VAT registration 135 6066 20 and whose registered office is at 15th Floor 6 Bevis Marks, Bury Court, London, EC3A 7BA (“GSF”).

2.2 The Goods and Services will be provided by either GSF, a GSF Group Company or one of our suppliers (collectively “we”, “us” or “our”).

2.3 Our group of companies include our subsidiaries and holding company and those companies owned by our holding company as defined under section 1159 of the Companies Act 2006 (each a “GSF Group Company”).

3 BASIS OF CONTRACT

3.1 You acknowledge that:

(a) these Terms apply when you purchase or order Goods and/or Services instore or through our websites (including on our mobile app) (the “Website(s)”) as a Business Customer for resale and/or you hold a trade account or trade cash account with us as set out in your purchase order (an “Order“); and

(b) we do not sell direct to retail consumers under these Terms.

3.2 These Terms apply to all sales of Goods and/or Services provided by us to you except where it is expressly stated otherwise in your Order.

3.3 The Order constitutes an offer by you to purchase Goods and/ or Services in accordance with these Terms unless we expressly state otherwise. Each Order placed by you to us for Goods and/or Services and accepted by us will constitute a separate contract.

3.4 If we are willing and able to meet the Order, the Order will be deemed accepted by us at the earliest of:

(a) our dispatch or collection of the Goods by you from us;

(b) our written acknowledgement of your Order (by email only); or

3.5 We may contact you to inform you that we are unable to accept your Order for any of the following non-exhaustive reasons:

(a) the Goods and/or Services are no longer available;

(b) we are unable to authorise your payment;

(c) there has been a mistake regarding the pricing or description of the Goods and/or Services (including the expiry of any promotion);

(d) it is illegal for us to sell and/or for you to purchase the Goods and/or Services ordered; or

(e) we exercise our right to limit the number of any given Good and/or Service which can be purchased by an individual customer.

3.6 We do not offer advice to customers in respect of the suitability of any Goods or Services.

3.7 You may amend your Order at any time prior to our acceptance by contacting us directly and we will use our reasonable endeavours to comply with your request. However, there may be certain circumstances in which we will be unable to amend your Order.

3.8 If we are unable to supply the Goods and/or Services ordered, we may offer to substitute such Goods and/or Service with alternative goods or services of equivalent or matching value and quality. We will use reasonable endeavours to notify you of such substitution, upon which you will be entitled to refuse to accept such substitutes and request a full refund. Where there are alternative Goods and/or Services offered by us, you are wholly responsible for ensuring it is the correct Goods and/or Services and it is suitable for your application. Unless we expressly state otherwise, in writing, we do not provide any advice in this regard and shall not be held responsible for any such suitability.

3.9 In these Terms, a “Special Order” means any order for Goods that are not held in stock by us (which may include some GE Goods (as defined below)) and are therefore ordered and/or manufactured specifically as per your request.

4 YOUR OBLIGATIONS

4.1 By placing an Order with us, you warrant that:

(a) you are authorised to enter into a binding contract on behalf of the business;

(b) the information that you provide to us during the process of placing an Order for Goods and/or Services is accurate, complete and is not misleading or fraudulent; and

4.2 You shall provide us with such information, materials and assistance as we may reasonably require in order to supply the Goods and/or Services and ensure that such information is complete and accurate in all material respects.

4.3 You agree that it is your responsibility to ensure that you have ordered the correct Goods and/or Services from us and that the Goods and/or Services are suitable and fit for the purpose(s) they are intended to be used for by you.

4.4 You shall obtain all necessary licences, permissions and consents which may be required for your receipt of the Services before the date on which the Services are to start. You shall maintain such licences, permissions and consents for the duration of the Service provision.

4.5 If our performance of any of our obligations under the Order is prevented or delayed by any act or omission by you, or by your failure to perform any relevant obligations (a “Customer Default“):

(a) without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of our obligations under these Terms and the relevant Order until you remedy the Customer Default; and

(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from the failure or delay to perform any of our obligations as set out in these Terms.

4.6 You acknowledge that certain Goods are subject to legally prescribed age restrictions. If you are placing an Order for Goods that by law, we are only permitted to sell to customers who are 18 years of age or older, then by submitting an Order, you are also expressly confirming to us that you are 18 years of age or older, and you must verify your age to us. We reserve the right not to supply age-restricted Goods to you where, in our reasonable opinion, we believe that you are below the relevant minimum age.

5 GOODS

5.1 All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the Goods described in them and the images of the Goods on the Websites or otherwise are for illustrative purposes only. We cannot guarantee that the appearance and/or colours of Goods (including without limitation paint) shown on the Websites or otherwise exactly reproduces the appearance and/or colours of the physical Goods themselves. Natural products may show some colour variations against your vehicle colour (whereby such colour may have been distorted e.g., due to weather conditions).

5.2 We reserve the right to deliver Goods of a modified design provided that any difference does not make the Goods materially unsuitable for any purpose you have made known to us.

5.3 The Goods will conform in all material respects to any sample or any specification provided to and accepted by us.

5.4 We reserve the right to amend any design or specification without prior notification provided that it does not adversely affect the performance of the Goods.

5.5 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

5.6 Technical specifications are approximations unless specifically stated otherwise.

5.7 You will not remove, alter, deface, obfuscate or tamper with any of the trade marks, names or numbers affixed to or marked on the Goods nor allow anyone else to do so and appropriate action may be taken by us (or the manufacturer) against you for such infringements.

5.8 If the Goods are manufactured in accordance with any design or specification provided or made by you, you will compensate us in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

5.9 The risk in the Goods shall pass to you on completion of delivery or collection.

5.10 Subject to clause 5.11, title to the Goods shall not pass to you until we receive payment in full (in cash or cleared funds) of the Fee for the Goods in which case title to the Goods shall pass at the time of payment of all such sums.

5.11 Where Goods are ordered by way of and are subject to a third-party funding arrangement with a third-party funder, title to the Goods will remain with us until you have authorised release of the third-party funder and it has been paid to us, at which point title to the Goods will pass to the third-party funder.

6 SERVICES

6.1 We will perform the Services with reasonable care and skill. 6.2 If we fail to perform the Services in accordance with clause 6.1, or at all, then your sole remedy will be the re-performance of those Services by us.

6.3 In this clause 6, time will not be of the essence. Any timescales given by us to you in respect of the performance of the Services are approximates only.

6.4 If the Services include installation services, we will provide detailed instructions to you about site preparation and other requirements required during the installation. 6.5 If you fail to fully comply with the requirements in clause 6.4, we reserve the right to charge you for any additional work required as a result or if we are unable to complete the installation.

7 SUPPORT AND MAINTENANCE

7.1 The provisions of this clause 7 will only apply if the Good and/ or Services purchased by you include (at our sole discretion or otherwise expressly set out in the Order) the provision of support and maintenance services (“Maintenance Service”).

7.2 We will provide you with such technical advice by telephone, e-mail and web access during our normal business hours for the duration of the period for which you purchase such Maintenance Services cover (“Cover Period”), as is reasonably necessary to resolve your difficulties and queries in using the Goods supplied to you. The objective of this Maintenance Services is to provide an initial advice and guidance service. It is not a substitute for management consultancy, project management, implementation control, system consultancy, or product training and is available only to your competent trained employees.

7.3 You will:

(a) provide us with such information, assistance and facilities as we may reasonably require to enable us to perform the Maintenance Services set out in this clause 7; and

(b) direct all enquiries for technical advice to our helpdesk number notified to you from time to time.

7.4 The Maintenance Services do not apply:

(a) to the extent that you failed to follow any instructions relating to the operation, use and maintenance of the Goods;

(b) to the extent that the query arises from user incompetence, abuse, improper use or use in an environment or for a purpose which the Goods were not designed or intended;

(d) to the extent that the query is attributable to third party materials including any equipment to which the Goods are incorporated which is not provided by us.

7.5 You will pay any additional charge levied by us, at our then prevailing rates, for support and maintenance services that you request to address issues that fall within the exclusions in clause 7.4 although we have no obligation to provide such services. 7.6 The Maintenance Services referred to in this clause 7 will run for the Cover Period and will (unless terminated earlier in accordance with these Terms) continue thereafter unless or until terminated by either party serving no less than 90 days’ prior written notice on the other, such

notice to expire on the last day of the Cover Period or a subsequent anniversary thereof. We reserve the right to vary the fee payable for such Maintenance Services on or before each anniversary of commencement of the Cover Period.

8 ELECTRONIC EQUIPMENT & SOFTWARE

8.1 Electronic and/or computer data or programme(s) (or parts or developments thereof) and/or any programming code(s) including source code(s) and object code(s) (“Software”) may be made available to you via the purchase of certain electronic Goods (e.g., diagnostic kits). In order to benefit from using such Software you may be required to purchase a license through a single payment, multiple payments or subscription payment(s) (“Software Payments”) with the manufacturer or other third parties (“Software Owner”). By ordering such electronic Goods (including any Software) you acknowledge and agree that we have no control over such Software or Software Payments notwithstanding we may collect these Software Payments on behalf of the Software Owner.

8.2 By using the Software, you agree to be bound by the Software Owner’s terms and conditions.

8.3 We do not create or commission the creation of any Software and cannot be held responsible for the content or for any changes, mistakes, faults, defects, inaccuracies, irregularities or any other problems (“Software Problems”) encountered with any Software data. Any Software Problems will be the Software Owner’s responsibility and should be directed to the Software Owner. 8.4 Notwithstanding the provisions of this clause 8, you acknowledge and agree that whilst you may cancel your Order for certain Goods and we may reimburse you for such Goods (e.g., diagnostic kits) we cannot reimburse you for any Software Payments.

8.5 You will be wholly responsible for the use of the Software and any Software Payments incurred or to be incurred and we shall have no liability to you in this regard.

8.6 In the event that the Software has been opened/used/activated, you shall not be entitled to any refund for the Software.

9 Garage Equipment

9.1 This clause 9 only applies to the provision of garage equipment (“GE Goods”) and/or garage services (“GE Services”) by us to you under an Order. References to Goods or Services in these Terms will apply to GE Goods and GE Services unless expressly stated otherwise. For the avoidance of doubt, if there is a conflict between the Terms and this clause 9, this clause 9 will take precedence.

9.2 In respect of GE Goods and/or GE Services ordered by you, you are solely liable for:

(a) any inaccuracies, incomplete and/or misleading information, including in relation to any design(s), plan for the location and subsequent affixing of GE Goods; and

(b) the suitability of the site and floor, including (but not exhaustively) the strength, depth, height, size, shape and the accessibility of the area for the GE Goods and/or GE Services to facilitate installation where applicable.

9.3 Our employees, representatives or agents are not authorised to make any representations concerning the GE Goods or their installation. You acknowledge that you do not rely on any representations that have not been confirmed in writing by an authorised representative.

9.4 Any advice or recommendation given by our employees, representatives or agents to you or your employees as to the storage, application, use, servicing or maintenance of the GE Goods which is not confirmed in writing by an authorised representative is followed or acted upon entirely at your own risk, and we shall not be liable for any such advice or recommendation which has not been confirmed in writing by an authorised representative.

9.5 We retain all copyright in and title to all documentation relating to GE Goods delivered to you by us. This documentation may only be used for the purposes intended in any contract between us and you and not for any other purpose without our permission. All documentation relating to GE Goods must be immediately returned to us on request.

9.6 No Order for GE Goods and/or GE Services which has been accepted by us may be cancelled by you except with our agreement in writing subject to you indemnifying us in full against all losses (including loss of profit), costs (including the cost of all labour and materials used and delivery and return costs), damages, charges, expenses, any actions taken, legal and other professional costs incurred by us as a result of such cancellation (including the costs incurred by us in performing the Order to date).

9.7 Where applicable and agreed by us, the GE Services that we will be providing will be the supply, delivery and installation of the GE Goods at your site by us and/or our agents.

9.8 You must ensure that the terms of your Order and all applicable specifications, site plans measurements and calculations, which you provide to us, are complete, accurate and not misleading. Where specifications and site plans are provided by a third party or, in the case of measurements and calculations are made by our representatives and/or employees, you agree that it is your sole responsibility to ensure that these are complete and accurate. You acknowledge that the margins for error are extremely small and may cause considerable extra and time-consuming work to rectify, the costs for which you will be wholly liable.

9.9 You shall provide us with a fully completed and signed proforma installation / site ready certificate (“Certificate”) for the site prior to the required installation date (which shall be at our sole discretion) where we are arranging the installation of the GE Goods supplied to you (“Site”). We and/or our agents may at our absolute discretion inspect the Site following receipt of this Certificate (but we are not obliged to inspect) and may elect without prejudice to our rights and remedies not to deliver or install the GE Goods until we are satisfied with the evidence provided by you to us confirming that the Site is fully ready for such delivery and/or installation.

9.10 In providing us with a fully completed and signed Certificate and without prejudice to this clause 9, prior to the delivery and installation of the GE Goods by us you confirm that, in respect of the Site:

(a) you have complied with all relevant environmental (including any building control and planning requirements) and health & safety laws and regulations along with the manufacturer’s requirements in order for the GE Services to be carried out;

(b) it is accessible, clean and free from hazards, cracks or joins, and has the appropriate space requirements for the particular GE Goods and/or GE Services ordered by you;

(c) the concrete floor where the GE Goods will be installed is flat and level and meets the required density and thickness as per the manufacturer’s minimum specifications;

(d) there are no pipes, conduits, or cables for gas, electricity, telecommunications or data, running beneath the installation area, in particular where fixings may need to be placed; and

(e) the installation will be carried out in accordance with the manufacturer’s bespoke requirements for the GE Goods.

9.11 Without prejudice to any other rights and remedies of either party contained in these Terms, you agree that if you fail to comply with the provisions of clause 9.10 you will be responsible for and fully indemnify us for any costs and expenses and delivery and return charges incurred or which may be incurred by us (directly or indirectly) as a result of us or our agent being unable or unwilling to deliver or install the GE Goods, where the requirements of clause 9.10 has not been satisfied.

9.12 You must ensure that prior to the installation of the GE Goods you obtain all necessary and appropriate permissions consents and authorisations and comply with all applicable and relevant laws and regulations in relation to the installation and, also, the use of the GE Goods. You agree to indemnify us for any costs, expenses and losses incurred by us, including all legal and other professional costs, where you have not complied with this provision.

10 CHARGES AND PAYMENT

10.1 Where we provide you with a quotation, the quotation is valid for 30 days from the date of the quotation.

10.2 The price you pay for Goods and Services purchased will be as set out in your Order save for Goods purchased online via our click and collect facility or via any other reservation service where the price you pay is the price on the day of collection (the “Fee”).

10.3 Whilst we try and ensure that all our prices quoted at the time of the Order are accurate, some prices may be incorrectly listed on our internal management systems and /or on our Websites. If we discover an error in the price of the Goods you have ordered, we will inform you as soon as possible and offer you the Goods at the correct price. We are under no obligation to provide Goods or Services to you at an incorrect, lower price, even after we have acknowledged your Order or despatched the Goods or started performance of the Services. If we cannot contact you, we will treat the Order as cancelled. If payment has been made and you wish to cancel your Order, you will receive a full refund of the price paid.

10.4 The Order will specify the following:

(a) Whether the Goods and/or Services are inclusive and exclusive of VAT;

(b) Any other sales tax or duty that may be applicable;

(d) Delivery charges. 10.5 In addition to the other provisions of this clause 10 the following clauses shall apply to GE Goods and/or GE Services only:

(a) The cost of delivery to you (and any return) and carrying out of any GE Services and installation of the GE Goods will be wholly borne by you; and

(b) We reserve the right by written notice to you before completion of the provision of GE Goods and/or GE Services, as set out in your Order, to vary the price of the GE Goods and/or GE Services to take into account increases in costs including (without limitation) the costs of any materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.

10.6 If you hold a credit/trade account with us, payment of invoices will be made in full to us without deductions or set-off in accordance with the payment terms notified by us to you or if no such terms are advised, not later than the 20th day of the following month after the invoice date. You guarantee your creditworthiness in placing an Order. If after confirmation of the Order by us, doubts arise as to your creditworthiness, then all payments will become due immediately unless adequate security can be offered by you which shall only be accepted by us at our sole and absolute discretion.

10.7 Where you do not hold a credit account with us, payment of invoices will be made in full to us without deductions or set-off in cash/credit or debit card/PayPal account (subject to PayPal’s terms and conditions) when the Order is placed or on delivery.

10.8 We reserve the right to charge a credit card surcharge if you elect to pay us by company credit card.

10.9 Unless we confirm otherwise, payment in full is required for Special Orders at the time the Special Order is placed.

10.10 Without prejudice to any other rights that we may have (including the right to suspend any further deliveries or installation), if you fail to pay the invoice price by the due date, we may charge you interest on any overdue amount from the date of which payment was due until payment of the overdue sum, whether before or after judgement. Interest under this clause 10.10 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%.

10.11 We shall not accept any cash amount above the sum of £5,000 in satisfaction of any payment or payments due under any Order or series of Orders.

11 DELIVERY

11.1 We may use a third party carrier to deliver the Goods.

11.2 The Goods (except for GE Goods) are deemed delivered to you when we make them available to you at a delivery point agreed by us and as specified in the Order.

11.3 It is your responsibility to provide the means for unloading Goods on delivery unless agreed by us in writing. We will inform you in advance if any special means will be required to unload the Goods at your premises.

11.4 Time of delivery will not be of the essence and any delivery dates are an estimate only. We shall use all reasonable endeavours to avoid late deliveries. You will have the right to cancel any Order without liability to us if delivery is more than 30 days late.

11.5 Our liability for non-delivery of the Goods will be limited to, at our discretion, (i) replacing the Goods within a reasonable time, (ii) issuing a credit note at the pro rata rate against any invoice raised for such Goods or (iii) issuing a refund of the purchase price paid.

11.6 Any claim that Goods have been delivered damaged or do not materially comply with their description, will be notified by you to us and (where appropriate, to the carrier) within 7 days of their delivery. Provided that you return such Goods to us in accordance with clause 15, we will at our sole discretion replace such Goods, issue you with a credit note for the price of such Goods or refund the price paid for such Goods. The provisions of this clause 11.6 sets out your sole remedy in such circumstances.

11.7 Any claim that any Goods have not been delivered to you by us (or our appointed carriers), where we claim we have delivered the same to you or our appointed carriers have obtained a signature for the delivery of the Goods, shall be notified by you to us within 7 days of their expected delivery. Once we have reviewed all documentary evidence and statements from the relevant drivers we shall then come back to you within a reasonable timescale of our decision (to replace such Goods, issue you with a credit note for the price of such Goods, refund the price paid for such Goods or to not provide any of the aforementioned) which shall be final and binding. The provisions of this clause 11.7 sets out your sole remedy in such circumstances.

11.8 If you fail to take delivery of the Goods or accept performance of the Services or any part thereof at the time agreed for delivery, then we will be entitled to cancel or suspend such delivery and all other outstanding deliveries and to charge you for any loss that we suffer.

11.9 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without limiting any other right or remedy available to us, we may at our absolute discretion:

(a) store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of the failed delivery and aborted installation costs, storage, re-delivery and installation costs; or

(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Order or charge you for any shortfall below the price under the Order.

Delivery of Garage Equipment

11.10 For the avoidance of doubt, delivery of GE Goods shall be deemed to take place upon our or our agent’s arrival at the site specified in the Order or as may have been agreed (“GE Delivery”).

11.11 We shall not be liable for any delay in GE Delivery of the GE Goods howsoever caused and time for GE Delivery shall not be of the essence of any contract for us.

11.12 The GE Goods may be delivered by us in advance of the estimated delivery date which shall be confirmed with you (“Advance Date”).

11.13 If for any reason it is not possible for you to accept GE Delivery on that Advance Date you must notify us immediately in writing upon you receiving confirmation of the Advance Date.

11.14 You will indemnify us for any processing, delivery and return costs incurred by us or and/or our agents if you fail to provide us with appropriate notice and the GE Goods have been dispatched.

11.15 We may (at our discretion) deliver the GE Goods in instalments in any sequence, in which case each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Terms or any claim by you in respect of any one or more instalments will not vitiate the Terms in respect of the GE Goods previously delivered or any undelivered GE Goods nor shall it entitle you to treat the Terms as a whole as repudiated.

12 STORAGE AND DISPOSAL

12.1 If you fail to take delivery of the Goods when they are ready for delivery we may, at our option, either store them ourselves or have them stored by third parties on such terms as we may in our own discretion think fit. In any event the cost of storage will be borne by you.

12.2 You shall:

(a) be responsible for the collection, treatment, recovery and environmentally sound disposal of all waste electrical and electronic equipment (“WEEE”) as defined in the Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE Regulations”) as arising or deriving from the Goods;

(b) comply with all additional obligations placed upon you by the WEEE Regulations by virtue of you accepting the responsibility set out in clause 12.2(a); and

(c) provide our WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require enabling such operator to satisfy the obligations assumed by it as a result of our membership of the operator’s compliance scheme.

12.3 You shall be responsible for all costs and expenses arising from and relating to your obligations in clause 12.2.

13 PERFORMANCE GOODS

13.1 Performance goods are supplied for specialist use and usually alter a vehicle from the manufacturers’ specification (“Performance Goods”). They can be subject to extreme use when compared to the usual goods that we supply and the life expectancy and durability of Performance Goods can differ to standard goods depending on the item. We will not accept

any responsibility for the life expectancy, suitability or durability of Performance Goods and shall not be liable for any losses you suffer relating to the same. Any warranty claims sought in relation to Performance Goods shall be strictly subject to the manufacturers’ warranty terms for such items. It is your responsibility to know whether an item falls into the category of Performance Goods, for example uprated exhausts/suspension/air filters/performance brake parts. If you are unsure, it is your responsibility to seek your own advice. We do not provide advice, in accordance with clause 3.6.

13.2 No liability shall be accepted by us where you attempt to modify or install Performance Goods where it is known or ought reasonably to be known by you that the Performance Goods have been incorrectly supplied or are otherwise not in accordance with your Order. Further, due to the stress that is placed on connected parts to which the Performance Goods are supplied, we strongly recommend that specialist advice is sought prior to purchase to ensure the Performance Goods are satisfactory for your vehicle. It is also recommended that you gain advice from a specialist garage to ensure the item purchased is suitable for your vehicle or planned use.

13.3 In the event that you purchase any Performance Goods, you must ensure that you are aware of the following:

(a) Performance Goods and any modifications to your vehicle may render your motor vehicle insurance to be invalid and may also invalidate any vehicle warranty cover you may have. We bear no responsibility on any failure by you to advise your insurers or warranty providers, or for the invalidity of such policies;

(b) some Performance Goods are designed solely for track and race use, and it is your responsibility to ensure any alterations made to your vehicle are compliant and in accordance with legal and regulatory requirements in the UK or the country in which you use such vehicle;

(c) Performance Goods and any modifications to your vehicle may adjust the emission output of your vehicle, and it is your responsibility to ensure that any alterations made to your vehicle are compliant with the legal and regulatory requirements for emission in the UK or the country in which you use such vehicle; and

(d) it is your responsibility to ensure that any Performance Goods applied to vehicles or any modified vehicles on public roads are legal, safe and compliant with UK regulatory requirements for use on public roads.

13.4 As Performance Goods are not standard equipment they cannot be returned unless you are able to evidence that there is a fault and the Performance Good is in breach of its Warranty (as defined below).

14 WARRANTY

14.1 Subject to clauses 13.1 and 14.9, each of the Goods (except oils and liquids (which shall include lubricants, coolants, sprays and paints etcetera)) are supplied with the benefit of a warranty given by the Goods’ manufacturers (details of which will be provided to you with the Goods or otherwise on request) (a “Warranty”) provided that you comply with the conditions set out in clause 14.2 as well as any conditions provided under the Warranty (“Warranty Conditions”).

14.2 Subject to clauses 14.7 and 14.9, if the Goods become faulty during the period of the Warranty (“Warranty Period”) for reasons unconnected with your acts, omissions or misuse of the Goods, you must follow the steps set out in clause 14.2(a) to submit your warranty claim to us (“Warranty Process”) as soon as reasonably practicable. All Warranty claim forms must be accompanied by the relevant Order forms and, if you are also claiming for labour or additional costs, you must provide us with a proforma invoice setting out the labour costs incurred, and proof of purchase as appropriate for such additional costs claimed.

(a) To make a claim under our Warranty Process, you must:

(i) ensure that the Goods qualify and comply with the Warranty Conditions;

(ii) complete our Warranty claim form (available upon request) in full providing details of the fault and send this to us alongside the relevant invoice(s). Claims for associated costs must be specified within the Warranty claim form and accompanied by proof of purchase. If the Goods have been fitted to the vehicle and you wish to claim for labour costs in addition to the Goods, you must also send a proforma invoice setting out the labour costs incurred alongside the warranty claim form; and

(iii) return the Goods to us (being the subject of any claim) and any packing materials, securely packed with carriage paid, to us for examination. For the avoidance of doubt, the Goods, any supporting documentation referred to in clause 14.2(a) and the Warranty claim form must be sent to us at the same time.

(b) Upon receipt of the Warranty claim form, Goods and all relevant supporting documentation, we shall, at our discretion and within reasonable time, assess the Goods or return them to the manufacturer for review and assessment as appropriate (“Assessment”). (c) Within 60 days of the Assessment, and subject to clauses 14.6 and 14.7, we will (at our sole discretion) either:

(i) replace or substitute such Goods on a like-for-like basis without charge;

(ii) provide a full refund; and/or

(iii) provide a contribution for the cost of labour (at the rate specified by us on the Warranty claim form) and/or any associated costs.

(d) You have no entitlement to make any additional claims in relation to Goods for which a Warranty claim has been submitted. Therefore, in circumstances where your Warranty claim includes a claim for labour and/ or associated costs, rectification works must have been completed prior to submission of your Warranty claim. The Assessment is final, and we will not revisit a claim once an Assessment has been made.

14.3 If Goods become faulty after expiry of the Warranty Period, we will not process the Warranty or be held liable for any refund, replacement or repairs that you request for such Goods.

14.4 In respect of GE Goods and Performance Goods, your Warranty rights under these Terms shall be limited to the Warranty provided by the relevant manufacturer and you will not be able to claim for any associated costs. GE Goods are subject to the terms and conditions of the manufacturer, and to any maintenance and servicing schedule or requirements set out by the manufacturer.

14.5 Your sole remedy in respect of a failure of the Goods to comply with the Warranty is as set out in the Warranty Conditions.

14.6 We will be afforded reasonable opportunity and facilities to investigate any claims made under the Warranty.

14.7 We will have no liability to you with regard to any claim in respect of which you have not complied with the Warranty Conditions or clause 14.2. 14.8 In the event that the outcome of the assessment referred to in clause 14.2(a)(ii) is not in your favour, we will return the Good(s) to you if so requested but will not provide any of the resolutions as set out in clause 14.2(c).

14.9 If an assessment for a ‘Powertrain Part’ (which shall include engine, gearbox, transmission, cylinder heads, differential, axle shafts, transaxle, driveshaft, torque converters and transfer case) is not in your favour, such Powertrain Part will be returned to you in a complete but loose condition. That is to say that we will not undertake the re-torquing of any fixings of the Powertrain Parts to the manufacturer’s specification. The outcome of any assessment under this clause 14 shall be final and binding and we shall have no further liability to you. 14.10 The Warranty in this clause 14 is given by us subject to us having no liability in respect of any defect arising from wear and tear, wilful damage, negligence, tampering of the Goods, incorrect selection of or fitting of the Goods by you and/or a third party, abnormal working conditions, failure to follow our and/or the Goods’ manufacturers’ instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our approval, or for Goods fitted to any vehicle that is modified contrary to the vehicle manufacturer’s specifications and/or (default) factory settings. All Goods must be fitted by someone who is competent and qualified using the correct tools and procedures and abiding by all relevant standards of safety.

15 REFUNDS POLICY

15.1 When you return Goods to us:

(a) which are incorrectly supplied by us and/or are returned by you as new in their original packaging (and as per clause 15.2), such Goods shall be refunded, exchanged or replaced if they are returned within 30 days of the date of purchase of the Goods and proof of purchase (in the form of our invoice for the original supply of the Goods) is supplied; or

(b) for any other reason, we will examine the returned Goods and will notify you in writing (including e-mail) within a reasonable time of the refund (if any at all) to which you are entitled. We will usually process the refund due to you as soon as possible thereafter.

15.2 For any entitlement of a refund to be due to you, the returned Goods must be in the same condition in which you received them with the original packaging and the product documentation. Goods returned to us because they fail to comply with the Warranty will be dealt with in accordance with the provisions of the Warranty Conditions under clause 14.

15.3 Where you wish to cancel a Service, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, subject to when the Service is terminated, and we are aware of this.

15.4 Special Orders are non-refundable except at our sole discretion. We reserve the right to apply a restocking fee of 25% of the price of the Special Order, which shall be deducted from any refund due to you.

15.5 We will normally refund any money due to you using the same method originally used by you to pay for your purchase. This may take your bank approximately 3-5 working days from the date the refund is processed by us.

15.6 Please note that we will not accept any responsibility for loss or damage of returning Goods during transit to us.

15.7 Any reference in these Terms to the refusal or return of Goods in their “original packaging” (or any similar phrase) means that the Goods must be returned in the same condition, and inside the same packaging, as they were received together with any documentation which accompanied such Goods, and must not have been used (any mark or smell of (without

limitation) fuel, toxins or rubber shall invalidate any refund due to you) and, where applicable, must not have been removed from the sealed clear packaging. This includes electrical items, which are supplied in sealed clear packaging.

16 LIMITATION OF LIABILITY (IMPORTANT – PLEASE READ)

16.1 Subject to the provisions of these Terms, the following provisions set out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) including liability (i) in contract, tort (including negligence), misrepresentation, restitution or otherwise and (ii) arising out of any use made or resale of any Goods (including GE Goods).

16.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from these Terms.

16.3 Nothing in these Terms excludes or limits either party’s liability:

(a) for death or personal injury caused by our negligence;

(b) for fraud or for fraudulent misrepresentation;

(d) breach of section 2 of the Consumer Protection Act 1987; or

(e) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability. 16.4 Subject to clause 16.3, neither party will be liable to the other for:

(a) any indirect or consequential, special or punitive loss, damage, costs or expenses (including any losses to third parties, losses relating to travel, vehicle recovery/replacement/hire vehicles, diagnostic times or otherwise);

(b) loss of profit

(d) loss of income or revenue;

(e) loss or corruption of or damage to data;

(f) waste of management or office time; or

(g) depletion of goodwill 16.5 Subject to clause 16.3, our total liability to you under or connected with these Terms will not exceed 100% (one hundred per cent) of the price payable for the Goods and/or Services as set out in the Order for any one event or series of connected events.

16.6 We shall have no liability for incorrect Goods purchased by you online for foreign registered cars.

17 TERMINATION AND SUSPENSION

17.1 We may at our discretion suspend or terminate the supply of any Goods or Services if:

(a) you fail to make any payment when and as due; or

(b) you commit a material breach of any term of these Terms and (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so; or

(c) you take or have taken against you (other than in relation to a solvent restructuring) any step or action towards your entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of yout assets or your entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 17.1(c);or

(d) you suspend or ceases, or threatens to suspend or cease carrying on your business; or

(e) your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of these Terms is in jeopardy..

17.2 On the termination of these Terms for any reason:

(a) we will not be obliged to supply any Goods and Services ordered by you unless already paid for;

(b) all payments payable to us under the Terms will become due immediately upon termination of these Terms despite any other provision; and

(c) you will indemnify us against all costs (including any court, legal and other professional costs), losses or damages incurred by us arising directly or indirectly from the provision of the Good or Services where such loss arises from your acts or omissions.

17.3 The termination of these Terms will not affect the respective rights and liabilities of each of the parties thereto which accrued prior to such termination nor any provisions which either expressly or impliedly are to remain in operation after termination.

17.4 Subject to the provisions of these Terms, Orders accepted by us are cancellable only at our discretion and we may charge for all work carried out or expenses incurred in relation to the Order before our acceptance of cancellation.

17.5 Notwithstanding any other rights or remedies we may have under these Terms with you) or by law, we shall be entitled to terminate these Terms immediately on notice without any further obligation or liability to you where we reasonably believes that you have failed to comply with any applicable laws (including but not limited to compliance with tax laws and regulations and VAT registration).

18 DATA PROTECTION

18.1 For the purposes of this clause 18:

(a) The terms Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing shall have the meaning given to them in the UK GDPR.

(b) Applicable Data Protection Laws means all applicable data protection laws in force from time to time in the UK including the Data Protection Act 2018 (and regulations made thereunder) and UK GDPR (as defined below) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended and all other

legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data.

18.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

19 FORCE MAJEURE:

19.1 Neither party shall be in breach of the Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate the Terms by giving 5 days’ written notice to the affected party.

20 GENERAL

20.1 Applicable Laws

(a) You shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

(b) Both parties shall comply with The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and any other anti-money laundering laws that shall come into effect from time to time.

(c) You will comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, and include in any contracts you have with direct subcontractors and suppliers, anti-slavery and human trafficking provisions that require each of your subcontractors and suppliers to comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.

20.2 Assignment and other dealings

(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.

(b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without our prior written consent.

20.3 Notice:

(a) Any notice given under these Terms will be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission (the latter confirmed by post), by email (evidence confirming the same by post) or by any other means which any party specifies by notice to the other.

20.4 Each party’s address for the service of notice will be: (a) Us – the address specified in clause 2.1 or such other address and email address as we specify by notice to you; and

(b) You – the address and email address given to us at the time an Order is placed with us.

20.5 A notice will be deemed to have been served: if it was served in person, at the time of service, if it was served by post, 48 hours after it was posted and if via email once it has been transmitted.

20.6 This clause shall not apply to the service of legal proceedings which must be served by post to our registered office address.

20.7 Severance. If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms. If any provision or part provision of the Terms is deemed deleted under this clause 20.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

20.8 Waiver.

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

20.9 No partnership or agency.Nothing in these Terms are intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

20.10 Entire agreement. The Terms constitute the entire agreement between the parties. Each party acknowledges that in entering into the Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Terms.

20.11 Third party rights: Unless it expressly states otherwise, the Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Terms.

20.12 Variation. We may amend these Terms from time to time. Every time you wish to purchase Goods and/ or Services, please check these Terms to ensure you understand the terms that apply at that time. These Terms were most recently updated on the date at the top of these Terms.

20.13 Governing law. The Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.

20.14 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or its subject matter or formation.

21 HaynesPro – End-user Licence Agreement (EULA)

21.1 HaynesPro B.V. Flankement 63811 SM LEUSDEN The Netherlands (“Licensor”) is a third-party creator and provider of automotive data solutions to the automotive aftermarket industry (“Technical Data”).

21.2 Without prejudice to the remaining provisions of our Terms, where you purchase and/or benefit from and/or use any Licensor Technical Data as part of an Order with us:

(a) the Technical Data is at all times granted by the Licensor, to you, by way of licence only; and

(b) the EULA is a legally binding agreement between you and the Licensor. You agree that the EULA is supplemental to and enforceable in the same way as our Terms. This EULA regulates the use of the Technical Data (possibly with associated software) originating from the Licensor. By clicking on the “I agree” button you agree to be bound by the EULA Terms. If you do not click the “I agree” button, you do not accept the EULA Terms and you cannot and are not permitted to make use of the Technical Data. The terms of the EULA can be found at https://uk.haynes.com/pages/terms-and-conditions.