HN Automotive Trade Terms and Conditions for the Sale of New or Used Vehicles
Effective from 1st October 2018
Nothing contained in these Terms and Conditions will affect or restrict any statutory rights applicable
1. DEFINITIONS AND INTERPRETATION
1.1. In these terms unless the context requires otherwise: 1.1.1. ‘Vehicle' means the motor vehicle and any parts, accessories and extras detailed in
the Order (subject to clauses 5.4 and 5.5). 1.1.2. ‘Part Exchange Vehicle' means the used vehicle (if any) offered by the Trade Customer in
part exchange for the Vehicle, details of which appear on the Order under the heading
'Part Exchange Vehicle' or similar. 1.1.3. 'Order' means the order set out overleaf for the purchase of the Vehicle. 1.1.4. ‘Accessory' means an extra or accessory detailed in the Order. 1.1.5. ‘Trader' means the Trader named overleaf and includes its successors and assigns. 1.1.6. ‘Trade Customer' means the person, firm or company placing the Order.
1.1.7. 'Contract' means the contract for the sale or purchase of the Vehicle(s) 1.1.8. ‘Purchase Price' means the price for the Vehicle (including, where applicable, accessories, delivery, insurance, fuel and value added tax) current at the date of
the Order. 1.1.9. ‘Allowance' means the amount specified on the Order as allowed by the Trader against a Part Exchange Vehicle. 1.1.10. 'Encumbrance' includes (without limitation any interest or equity of any person, any mortgage, pledge, lien, assignment, hypothecation, security interest, title retention of any other security obligation or any agreement or obligation to create any of the foregoing. 1.1.11. ‘Completion' means the completion of the transaction, comprising the Trader's delivery of the Vehicle, and the Trade Customer delivering the Part Exchange Vehicle in
accordance with clauses 9.3 and 9.5. 1.1.12. ‘Sales information’ means the sale information provided by the Trader and not the Manufacturer. 1.2. Headings are for convenience only and do not affect the construction of the Contract: the masculine shall include all genders and the singular shall include the plural; any reference to statutory provisions is a reference to such statutory provisions as amended or re-enacted from time to time 1.3. These terms together with the terms set out on the Order are the only terms of the Contract. No variation to the Contract is effective unless agreed in writing by an
authorised representative of the Trader.
2. FORMATION OF CONTRACT
2.1. The Order is the Trade Customer's offer to purchase the Vehicle upon these terms. The Contract is formed upon the Trader accepting that offer by signing and dating the Order. 2.2. The Contract is personal to the Trade Customer, who shall not assign the benefit of the Contract without the prior written consent of an authorised representative of the Trader.
3. CANCELLATION AND DEPOSITS
3.1 The Trade Customer may not cancel the Contract without the prior written agreement of an authorised
representative of the Trader. If the Trade Customer seeks to cancel the Contract in any other manner, the Trader may retain any deposit paid.
4. DELIVERY
4.1. Unless otherwise specifically agreed in writing 'delivery' means the Trader's making
the Vehicle available at the Trader's premises for collection by the Trade Customer. Risk in the Vehicle shall pass on delivery. 4.2. The Estimated Delivery Date is an estimate only. Time of delivery is not of the
essence of the Contract. The Trader shall endeavour to deliver the Vehicle by the
Estimated Delivery Date but shall not be liable for any loss, damage or delay occasioned
by failure to deliver on the Estimated Delivery Date. 4.3. As soon as the Vehicle is ready for collection, the Trader shall inform the Trade Customer who shall then have seven days in which to pay the Purchase Price (less the Allowance, if any) and take delivery of the Vehicle. 4.4. The Trade Customer shall not be entitled to take delivery of the Vehicle unless the Purchase Price has been paid in full, and if he fails to pay, the Trader shall be entitled to
treat the Contract as repudiated by the Trade Customer. Until the Contract is so terminated the
Trader may, at its option, either store the Vehicle itself or have it stored by third parties on such terms as the Trader in its absolute discretion thinks fit. The cost of storage and
any additional transportation will be added to and form part of the Purchase Price. If the
Trader treats the Contract as repudiated by the Trade Customer, the Trader may retain any deposit paid by
the Trade Customer and sell the Vehicle and retain the proceeds of the sale. 4.5. The Trader may at any time cancel the Contract if the Manufacturer ceases to make that type of vehicle.
5. PRICE AND PRICE VARIATION
5.1. The Trader reserves the right to vary the Purchase Price by any amount attributable
to a variation in the cost or rate of road fund licence, car tax or value added tax between
the date of the Order and the date of delivery and the Trade Customer shall be bound to pay
the price as so varied. 5.2. If before the date of delivery, a change occurs in the Manufacturer's (or relevant
concessionaire's) price for the Vehicle or any Accessory, the Trader shall notify the Trade Customer: 5.2.1. if a price increase, of the amount of any such increase the Trader intends to pass on to the Trade Customer by increasing the Purchase Price; or 5.2.2. if a price reduction, the amount by which the Trader intends to reduce the Purchase Price (or that no reduction is intended). 5.3. The Trade Customer may not cancel the Contract: 5.3.1. within fourteen days after the date of a notice under clause 5.2.1 or 5.3.2. within fourteen days after the date of a notice under clause 5.2.2 if the amount by which the Trader intends to reduce the Purchase Price, as stated in such notice, is less
than the amount of the reduction in the recommended price. 5.4. If the Trader is unable to supply any Accessory (of whatever nature) the Trader may at its option either: 5.4.1. substitute a reasonable equivalent: or 5.4.2. delete the Accessory from the Order and reduce the Purchase Price by an amount equal to the price of the Accessory in question. 5.5. The Trader's inability to supply any Accessory shall not constitute a breach of
contract nor entitle the Trade Customer to repudiate the Contract or reject the Vehicle.
6. METHOD OF PAYMENT
6.1. Unless otherwise agreed by the Trader (and in all cases other than a sale via a
finance company pursuant to clause 8) the Trade Customer shall pay the Purchase Price in cash. Credit card payments are not acceptable unless specifically agreed in writing signed by an authorised representative of the Trader. 6.2. The Trader accepts payment by cheque only if the Trader receives the cheque at
least seven clear banking days before the date on which delivery of the Vehicle is
intended to take place. Payment shall not be deemed to have been made until cleared
funds are received at the Trader's bank. 6.3. An agreement to accept payment on credit terms shall be effective only if in writing
signed by an authorised representative of the Trader. Any agreed credit period shall
commence from date of delivery of a Vehicle and unless otherwise specified shall be
seven days.
6.4 The Trader reserves the right at any time prior to payment to request banker's or any other
references as to the Trade Customer's financial status. Failing receipt of satisfactory references, the
Trader may withdraw any agreement to receive payment otherwise than in cash on delivery. 6.5 Interest will be charged to the Trade Customer on all amounts remaining outstanding and unpaid
after the due date for payment and/or on all sums due by way of damages for breach of the Contract at the rate of 2% per annum above the base rate of Lloyds Bank plc from time to time in
force and shall be calculated and accrue on a day to day basis from the date on which payment
fell due until payment in full has been received by the Trader (whether made before or after
judgement has been obtained). If no specific date for payment is set out in the Contract and credit
terms have not been agreed the due date for payment shall be deemed to be the earlier of:
6.5.1 the date of delivery of the Vehicle; and
6.5.2 the date which is seven days after notice from the Trader to the Trade Customer that the Vehicle is
ready for collection. 6.6 Normally, amounts received from the Trade Customer shall be applied in payment of the oldest debt but the Trader may at any time in its absolute discretion appropriate any payment it receives to
such outstanding debt as the Trader thinks fit, notwithstanding any purported appropriation to
the contrary by the Trade Customer.
7. TITLE
7.1. Notwithstanding delivery, until the Trader has received from the Trade Customer payment of all
sums (whether by way of Purchase Price or otherwise) payable to the Trader, whether under the Contract or any other contract, both beneficial and legal title to the Vehicle remain in the Trader. 7.2. Whilst title in the Vehicle remains in the Trader, the Trade Customer: 7.2.1. shall be in possession of the Vehicle as bailee of the Trader and entitled to use the Vehicle
(and 'use' includes use in the ordinary course of the Trade Customer's business, as notified to the Trader at time of Order, of letting out vehicles on hire terms) until the occurrence of the first of the events or dates specified in clause 7.2.2. shall keep the Vehicle safe and in good condition and insure it for its full replacement value
against all usual risks and shall forthwith upon receipt account to the Trade Customer for any proceeds of such insurance, without deduction, 7.2.3. shall not without the Trader's prior written consent use the Vehicle for self-drive hire, hackney carriage or taxi work, racing or off-road, but the Trader shall be deemed to have given
consent to self-drive hire where the Contract is on credit terms under clause 6.3 and the Trader had actual notice at the time of receiving the Order that the Trade Customer intended to let the Vehicle out on self-drive hire in the ordinary course of its business; 7.2.4. shall not create any Encumbrance over the Vehicle nor do anything inconsistent with the
Trader's title to the Vehicle; 7.2.5. irrevocably authorises the Trader's representatives to enter any premises at which the Vehicle is situated for the purposes of inspecting the Vehicle and identifying it as the Trader's property. 7.3. The Trade Customer's power of possession and use of the Vehicle shall terminate 7.3.1. on the date on which notice is given by the Trader under clause 7.4; and/or 7.3.2. if any of the following happens to the Trade Customer: 7.3.2.1. being an individual, he is unable to pay his debts within the meaning of Section 268 of the
Insolvency Act 1986 or a petition is presented or order made for his bankruptcy or an interim
order is made or, in Scotland, he is declared a bankrupt; 7.3.2.2. being a company, it is unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986 or a petition is presented or a resolution proposed or passed for its winding up or dissolution or an application or order is made for the appointment of a liquidator or administrator or an encumbrancer takes possession of or a receiver is appointed over all or any part of its assets or undertaking; 7.3.2.3. a distress, execution or other process is levied on his undertaking or any part of his assets and is not discharged within 7 days; 7.3.2.4. he calls a meeting of or proposes or makes any arrangement or composition with all or any part of his creditors; 7.3.2.5. any event or process of like nature to those set out in paragraph 7.3.2 above in any
jurisdiction. 7.4. The Trader may by notice to the Trade Customer revoke the Trade Customer's power of possession and use of the Vehicle: 7.4.1. if the Trader has any doubt as to the ability or willingness of the Trade Customer to pay to the
Trader any sum on the due date; 7.4.2. if the Trader has reason to believe the Trade Customer is in breach of any term of this or any other contract with the Trader 7.5. Upon revocation or determination of the Trade Customer's power of possession and use of the Vehicle the Trade Customer shall yield up the Vehicle in good condition to the Trader and (if so required
by the Trader) at its own expense deliver the Vehicle to an address in the United Kingdom
specified by the Trader and shall be deemed irrevocably to authorise the Trader to enter upon
any of its premises with or without vehicles for the purposes of removing the Vehicle.
8. FINANCE ARRANGEMENTS
8.1. Notwithstanding the foregoing provisions of this Contract, the Trade Customer may, within seven
days after receiving notification that the Vehicle is ready for delivery, arrange for a finance
company to purchase the Vehicle from the Trader for the Purchase Price upon the same terms
(other than the identity of the Trade Customer) as this Contract. Upon payment of the Purchase Price the
finance company so introduced shall be deemed to be the Trade Customer of the Vehicle (and all
references to the Trade Customer shall be construed accordingly) and the Trader will deliver the Vehicle
to the order of such finance company (and all references to delivery of the Vehicle shall be
construed accordingly, delivery to the Trade Customer first named in the Order being deemed to be
effective delivery to the order of the finance company). 8.2. If the Trade Customer introduces the sale of the Vehicle to a finance company, as specified in clause 8.1, the provisions of this Contract as regards the Trade Customer originally named in the Order shall
then cease to have effect with the exception of the terms relating to the Part Exchange Vehicle (if any), which shall continue to have effect, with one variation: the Trader shall, on behalf of the Trade Customer, account for the Allowance and any deposit paid under this Contract to the order of
such finance company. The finance company shall thus be substituted as the Trade Customer of the Vehicle hereunder. The purchase of a Vehicle by a finance company at the request of the Trade Customer shall not release the Trade Customer from his obligations under clauses 10 and 12 to inspect
the Vehicle and to satisfy himself that the Vehicle is suitable for his purposes.
9. PART EXCHANGE VEHICLE
9.1. The provisions of this clause 9 shall apply if the Trade Customer has proffered a Part Exchange Vehicle. Where the Trader agrees to allow part of the Purchase Price to be discharged by the Trade Customer's delivering to the Trader the Part Exchange Vehicle, the Allowance is given and received
and the Part Exchange Vehicle is delivered and accepted as part of the Contract (and not as a
separate contract between the Trade Customer and the Trader) on the conditions set out in clauses 9.2
to 9.7 (both inclusive). 9.2. The Trade Customer passes to the Trader good title to the Part Exchange Vehicle either: 9.2.1.
free from Encumbrances; or 9.2.2. If there are Encumbrances on the Part Exchange Vehicle but all are capable of cash
settlement, instead of applying the whole of the Allowance towards payment of the Purchase Price, the Trader will apply the Allowance (up to the whole amount) towards settlement of any obligations to third parties in respect of the Part Exchange Vehicle which are capable of cash
settlement, payment to any such interested third parties to be made after the Trader has received the Part Exchange Vehicle and made delivery of the Vehicle to the Trade Customer.
9.2.3. The Trader has had the opportunity to examine the Part Exchange Vehicle for the purpose of calculating the Allowance and such examination has taken place; and b) the condition of the Part Exchange Vehicle as delivered to the Trader before or at the time of delivery of the Vehicle to
the Trade Customer is substantially the same as that existing at the time of the Trader's examination
(fair wear and tear excepted).
9.3 Risk in and title to the Part Exchange Vehicle shall pass to the Trader on delivery. 9.4 Without prejudice to clause 9.3 the Trade Customer shall deliver the Part Exchange Vehicle to the Trader within seven days of notice to the Trade Customer that the Vehicle is
ready for collection. 9.5 If Completion takes place on a date which is more than-thirty days after the date of the Order, except when the delay is a direct result of the Trader's act or default, the
Trader reserves the right to reduce the Allowance by an amount equal to 2.5% of the Allowance for each completed period of thirty days between the date of the Order and Completion. 9.6 If any of clauses 9.2 to 9.6 (both inclusive) are not fulfilled, the Trader shall be discharged from any obligation to purchase the Part Exchange Vehicle or to make the Allowance and the Trade Customer shall discharge the Purchase Price in full in cash.
10. USED VEHICLES
10.1. If the Vehicle is a used vehicle, the Vehicle is sold: 10.1.1. subject to any defects which the Trader has drawn to the Trade Customer's attention
prior to the Trade Customer's placing the Order; and
10.1.2. subject to any defects which the Trade Customer discovered or ought reasonably to have discovered upon examining the Vehicle prior to placing the Order (irrespective of whether the Trade Customer has carried out such examination) and in that regard the Trade Customer acknowledges that he has been afforded the opportunity to examine the Vehicle.
11. WARRANTY AND PRODUCER DETAILS
No warranty is given or implied for Trade Sales
12. LIMITS OF LIABILITY
12.1.1 Implied terms of satisfactory/fitness for purpose do not apply to this transaction.
The Trade Customer acknowledges that specifications and details in any
catalogue, and forecasts of performance, are approximate only, and that such
specifications and details and representations made by the Trader to the Trade Customer do not form part of this Contract and that in respect of such specifications, details,
forecasts and representations the Trader shall be under no liability. 12.2. The Trader's accepts no liability in the event that the Trader fails to perform a service without
reasonable skill and care.
13. TERMINATION
13.1. Trader shall be
entitled to postpone delivery of the Vehicle and suspend performance of the Contract and may terminate the Contract at any time
following the occurrence of any of the events specified in clause 7.3.
14. DISTANCE SELLING
Distant sales terms & conditions, rights and regulations do not form part of this trade sales contract.
15. FORCE MAJEURE
15.1. The Trader shall not be liable to the Trade Customer if unable to carry out any provision of the Contract for any reason beyond its control including (without
limitation) Act of God, legislation, war, civil commotion, fire, flood, drought, failure of power supply, lock out, strike, stoppage or other action by employees or third parties
in contemplation or furtherance of any dispute or owing to the inability to procure parts or any vehicle required for the performance of the Contract.
16. NOTICES AND GENERAL PROVISIONS
16.1. No waiver of any of the Trader's rights under the Contract shall be effective unless in writing signed by an authorised person on behalf of the Trader. A waiver
shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of the Trader's rights in relation to different
circumstances or the recurrence of similar circumstances. 16.2. Any notice under these terms and conditions shall be properly given if in writing and sent by first class post, telex or facsimile to the address of the intended recipient as stated in the Contract or to such address as the Trader and the Trade Customer from
time to time notify to each other as their respective addresses for service and shall be deemed served, in the case of postal notice on the expiry of 48 hours from time of posting, in the case of telex on the recording of the "answer back" code on the
sender's machine, and in the case of facsimile on completion of transmission by the
sender. 16.3. Each of these terms and conditions and each paragraph hereof shall be
construed as separate conditions; should any provision be found to be invalid or unenforceable or an unreasonable restriction of the Trader's liability then such
provision shall apply with such modification as may be necessary to make it valid and
effective. 16.4. English Law shall govern construction and operation of the Contract and the Trade Customer agrees to submit to the exclusive jurisdiction of the English courts.
17. SALE CONDITIONS
17.1 It is expressly agreed that the purchaser of the vehicle sold on this invoice is a business and is not dealing as a consumer for the purposes of the Consumer Rights Act 2015
17.2
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HN Automotive (Staffs) LTD is authorised and regulated by the Financial Conduct Authority for consumer credit. Our FRN is 926376 (register.fca.org.uk). As an FCA-regulated credit broker we can introduce you to a selected group of lenders through a finance broker (a list is available on request) who may be able to help you finance your purchase. The finance broker provides us with a range of products which may be suitable for your purchase (subject to status). We will explain the key features of those products to you. We do not charge a fee for our credit brokering services provided to you, however the finance broker or lender we introduce you to will typically pay us an introductory commission. This will be either a fixed fee or a fixed percentage of the amount you borrow. The amount of commission that we receive from a finance broker or lender does not have an effect on the amount that you pay to the lender under your credit agreement.