Terms And Conditions: Fleet

In these terms and conditions ("Conditions"):

"Seller" "we" "our" or "us" means Ford Retail Limited; "Buyer" "you" or "your" means the buyer of the vehicle;

"Manufacturer" means the manufacturer of the vehicle the subject of this agreement.

1 Introduction

1.1 These Conditions apply to the contract between you and us to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.2 An order constitutes an offer by you to purchase the vehicle in accordance with these Conditions. You are responsible for ensuring that the terms of the order are complete and accurate.

1.3 The order shall only be deemed to be accepted when we issue a written acceptance of the order, at which point the contract shall come into existence.

1.4 If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01708 893981 or write to us at customercare@trustford.co.uk or Customer Care, Ford Retail Limited, 2 Charter Court, Newcomen Way, Colchester, Essex, CO4 9YA. Alternatively, please speak to one of our staff at our premises.

1.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

1.6 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (a "Force Majeure Event"). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may cancel this agreement by giving 14 days' written notice to the affected party

2 Delivery

2.1 During the order process we will keep you informed of your vehicle’s delivery date.

2.2 If you do not collect the vehicle from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect the vehicle from us within seven days, we will contact you for further instructions and may charge you for storage costs and any further costs including but not limited to interest. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may at our discretion cancel the contract.

2.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

2.4 We shall not be liable for any delay in delivery of the vehicle that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the vehicle.

3 New Vehicles

3.1 If the goods to be supplied by us are new:

3.1.1 this agreement and the delivery of the goods shall be subject to any terms and conditions which the Manufacturer may from time to time lawfully attach to the supply of the goods or the resale of such goods by us;

3.1.2 we undertake that we will ensure that the pre-delivery work specified by the Manufacturer is performed and that we will use our best endeavours to obtain for you from the Manufacturer the benefit of any warrantee or guarantee given by him to us or you in respect of the goods;

3.1.3 we shall not be liable for any failure to deliver the goods occasioned by our inability to obtain them from the Manufacturer or by our compliance with such terms or conditions. A copy of the terms and conditions currently so attached by the Manufacturer may be inspected at our office.

4 Limitation of Liability

4.1 Nothing in these Conditions shall limit or exclude our liability for:

4.1.1 death or personal injury caused by its negligence, or the negligence of our employees, agents or subcontractors (as applicable);

4.1.2 fraud or fraudulent misrepresentation;

4.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

4.2 any matter in respect of which it would be unlawful for us to exclude or restrict liability.It is your responsibility to return the vehicle to us, at your cost, for any repair work that you require us to carry out, whether under a Manufacturer, or otherwise, and to collect the vehicle promptly once the work has been completed.

4.3 Subject to clause 4.1:

4.3.1 We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (including but not limited to any repair or rectification work); and

4.3.2 Our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the vehicle.

5 Price and payment

5.1 The price of the vehicle will be the price specified on the order form.

5.2 You will pay for the vehicle prior to delivery unless you have agreed separate written credit terms with us.

6 VAT

Regardless of the sum for Value Added Tax specified in the order of the vehicle, the sum payable by the Buyer in respect of Value Added Tax will be such sum as we become legally liable for at the time the taxable supply occurs.

7 Cancellation

7.1 If the contract is cancelled by us in accordance with these Terms and Conditions any deposit shall be returned and we shall have no further liability in respect of this contract.

7.2 Subject to clauses 1.6, 2, 3 and 8, if you fail to take and pay for the goods within 14 days of notification that the goods have been completed for delivery, we shall be at liberty to treat the contract as repudiated by you and without prejudice to our right to recover from you by way of damages any loss or expense which we may suffer or incur by reason of your default any deposit shall be forfeited. These losses shall include but not be limited to losses incurred due to the cancellation of an order for a vehicle of unique specification or cancellation of an order for a vehicle which has started conversion by a third party converter to meet the Buyer’s requirements.

8 Ownership and Risk

8.1 Notwithstanding the provisions of this agreement before the expiry of 7 days after notification to you that the goods are available for delivery you shall be at liberty to arrange for a funding provider to purchase the goods from us at the price payable . We shall remain the full and absolute owner of the goods until such time as your total indebtedness to us (whether due under this contract and whether paid in money or money and ownership of a vehicle which is free from encumbrances if part exchange has been agreed) shall have been paid to us by you in full.

8.2 Goods subject to any agreement by us to sell shall be at your risk as soon as they are delivered or handed over to you or otherwise to your order.

8.3 Your right to possession of the goods whilst monies remain due from you to us shall cease at whichever is the earliest of the following dates:

8.3.1 You, (being a company) making any voluntary arrangement with its creditors, or an application is made or a person becomes entitled to appoint an administrator, administrative receiver or receiver or goes into liquidation (other than for an amalgamation or reconstruction) or (being an individual ) becomes bankrupt; or

8.3.2 An encumbrancer taking possession of or a receiver being appointed over any of your property or assets; or

8.3.3 You cease, or threaten to cease, to carry on business or are unable to pay your debts as they fall due; or

8.3.4 We, reasonably apprehend that any of the events mentioned above is about to occur to you and notify you accordingly; or

8.3.5 You take any similar action in consequence of debt.

8.4 You shall not apply to the Court for the appointment of an administrator without giving 14 days’ notice to us. From the date of the said notice, you shall not be entitled to remain in possession of any of our goods. The appointment of an administrator, without the aforesaid notice shall be deemed to be a fundamental breach of contract by you.

8.5 While we remain the owner of the vehicle:

8.5.1 (unless you are situated in Northern Ireland) we may for the purpose of collecting our goods enter upon the premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

8.5.2 you shall be at liberty to hire out or otherwise deal with our goods but you may only do so as our agent and bailee in law and in equity. Any proceeds or monies received will be held on the same terms that apply for the holding of sale proceeds under clause 8.6.4;

8.5.3 if a receiver is appointed to you and at the time thereof you shall not have received the proceeds of sale, you or the receiver, as agent for you shall assign to us within 7 days all rights against the person or persons to whom the goods have been sold or to whom any interest in the goods has been granted;

8.5.4 you shall be at liberty to sell our goods at any price not less than the price agreed between us and you. If you sell on your own account you shall sell as our agent and bailee in law and in equity and shall hold the proceeds thereof in trust for us and shall not mingle the proceeds with other monies and shall not pay the cheque or cash therefore into an overdrawn bank account. You shall open a fiduciary account with your banker and advise them that you hold the entire proceeds of sale to a sub-Buyer as our trustee and that not until the payment to us of your total indebtedness to us shall you be entitled to transfer any profits thereof to any other accounts. We shall be entitled to transfer any profits thereof to any other accounts. We shall be entitled to any interest earned on the fiduciary account.

9 Subcontracting

If you have chosen to use a subcontractor to supply goods and/or services in connection with this order, then we do not make or give any representation, condition or warranty about the quality, fitness or correspondence with description of such goods and services and all such representations, conditions and warranties whether express or implied by law are excluded; and no liability except for death or personal injury resulting from the negligence on our part will attach to us in contract or tort for loss, injury or damage sustained by reason of any defect in the goods or services provided by the sub-contractor whether latent or apparent and however caused.

10 General

10.1 Any notice required or permitted to be given by one of the parties to the other under these Conditions shall be in writing and shall be delivered by hand or sent recorded delivery post to the address of the addressee set out in this Agreement or to such address that the addressee may have from time to time notified for the purposes of this clause. Notices may not be validly served by electronic mail.

10.2 We at any time, without limiting any other rights and remedies it may have, set off any amount owing to it by you against any amount payable by you to us. The headings in these conditions are for convenience only and shall not affect their interpretation.

10.3 No waiver by either party of any breach of the Contract shall be considered as a waiver for any subsequent breach of the same or any other provision.

10.4 If any provision or part of any provision of these conditions is found by a court or other competent authority to be void or unenforceable, such provision or part of a provision shall be deleted from these conditions and the remaining provisions or parts or the provision shall continue to full force and effect.

10.5 These terms are governed by English Law and the parties agree to the exclusive jurisdiction of the English courts.

10.6 A person who is not party to these terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.