eStar Truck and Van Limited Sales Terms & Conditions
YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSES 12 AND 13 (LIMITATION OF LIABILITY).
1. THESE CONDITIONS
1.1 What these conditions cover. These are the terms and conditions on which we supply Vehicles to you.
1.2 Why you should read them. Please read these conditions carefully before you submit your Order to us. These conditions tell you in particular, who we are, how we will provide Vehicles to you, how you and we may end the Contract, what to do if there is a problem and other important information.
1.3 Are you a business customer or a consumer? In some areas you will have different rights and obligations under these conditions depending on whether you are a business or a consumer. Most of our customers are businesses but you are a consumer if:
(a) You are an individual; and
(b) You are buying products from us wholly or mainly for your personal use (not for use in connection with
your trade, business, craft or profession).
1.4 Business Customers and Consumers. We set out in the conditions where provisions apply only to business customers or to consumer customers.
1.5 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Estar Truck and Van Limited and we are referred to as the Supplier in the Conditions below. Our details are set out below in the Definitions.
2.2 How to contact us. You can contact us by telephoning our Sales team on 01925 847 100 or by writing to us at sales@estartruckandvan.co.uk and/or Leacroft Road, Risley, Warrington, WA3 6NN.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.
3. INTERPRETATION
3.1 Definitions:
- Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
- Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 17.4.
- Contract: the contract between the Supplier and the Customer for the sale and purchase of the Vehicle in accordance with these Conditions
- Customer: the person or firm who purchases the Vehicle from the Supplier.
- Delivery Location: has the meaning given in clause 6.1 or 6.2.
- Deposit: the deposit sum set out in the Order or otherwise agreed in writing.
- Force Majeure Event: an event, circumstance or cause beyond the Supplier’s reasonable control.
- Handover Form: a form supplied by the Supplier which both parties should sign on delivery of the Vehicle.
- Incoterm(s): The latest Incoterms published by the International Chamber of Commerce and “Incoterm” will be construed accordingly.
- Vehicle: the Vehicle or Vehicles (or any part of them) to be supplied set out in the Order or otherwise confirmed in writing by the Supplier.
- Manufacturer: the manufacturer of the Vehicle.
- Manufacturer’s Warranty: The warranty (if any) provided by the Manufacturer, as set out on the Mercedes Benz websites:www.mercedes-benz-trucks.com/en_GB/home And https://www.mercedesbenz.co.uk/vans/en in respect of a New Vehicle and which may be varied by the Manufacturer from time to time.
- New Vehicles: Vehicles sold and described as new by the Supplier.
- Order: the Customer's order for the Vehicle, as set out in the Customer's purchase order form, or the Supplier’s Order form as appropriate.
- Owner’s Service Statement: the document in the form specified by the Supplier setting out the service benefits (if any) purchased by the Customer and the conditions applying to those benefits.
- Part Exchange: A vehicle that the Supplier at its Vehicle discretion may confirm in writing that it is prepared to accept in part payment for the Vehicle.
- Specification: any specification for the Vehicle confirmed in writing by the Supplier or as changed by the Manufacturer from time to time, and made available to the Customer.
- Supplier: Estar Truck and Van Limited (registered in England and Wales with company number 12810271 and whose address is Leacroft Road, Risley, Warrington WA3 6NN).
- Used Vehicles: Vehicles which have previously been owned and used by third parties or the Supplier itself, and which are not New Vehicles
3.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email or other electronic methods of communication.
4. BASIS OF CONTRACT
4.1 Where you are a business Customer these Conditions apply to the Contract to the exclusion of any other terms that the business Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. If you are a consumer Customer then these Conditions will not exclude any right or benefit that the law says you should have because you are acting as a consumer and will not impose any obligation on you that is incompatible with your rights as a consumer.
4.2 The Order constitutes an offer by the Customer to purchase the Vehicle(s) from the Supplier in accordance with these Conditions. The Customer is responsible for ensuring that the terms of their Order are complete and accurate.
4.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
4.4 The Customer (where it is a business Customer) waives any right it might otherwise have to rely on any term contained in any documents of the Customer including in any of its standard terms of purchase or similar document.
4.5 Any descriptive matter, marketing or advertising produced by the Supplier and any pictures, descriptions or illustrations contained in the Supplier's websites, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Vehicles referred to in them. They are not intended to form part of the Contract.
4.6 A quotation for the Vehicle given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 14 Business Days from its date of issue.
4.7 These Conditions do not apply to or include services provided by the Supplier (including after sales services) which must be purchased separately.
5. VEHICLE
5.1 The Vehicle is as described in the Specification.
5.2 The Customer should contact the Supplier if it wants to make any changes to the Vehicle before delivery. The Supplier will confirm if the change is possible. If it is possible the Supplier will set out any changes to the price of the Vehicle, the timing of supply or anything else which would be necessary as a result of the requested change and the Customer must confirm in writing whether it wishes to go ahead with the change.
5.3 The Customer acknowledges and understands that the Manufacturer may at any time update, amend or vary its Specifications for the make and/or model of the Vehicle. In the event of any change to the Specification being made by the Manufacturer the Supplier may deliver/supply a Vehicle conforming to the Manufacturer’s Specification for the make and/or model of the Vehicle at the time of delivery.
5.4 The Customer (where they are a business Customer) shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with any alterations made to the Vehicle in accordance with any design supplied by the Customer. This clause 5.4 shall survive termination of the Contract.
5.5 The Supplier may amend the Specification or make any change to the Vehicle at any time if required to do so by any applicable statutory or regulatory requirements. The Supplier may also implement technical adjustments and improvements to the Specification.
6. DELIVERY
6.1 Subject to 6.2 below the Customer will collect the Vehicle from the Supplier's premises or such other location as may be advised by the Supplier to the Customer prior to delivery within seven Business Days of the Supplier notifying the Customer that the Vehicle is ready for collection, unless otherwise agreed in writing.
6.2 Alternatively, and where the Supplier has agreed to do so in writing, the Supplier will deliver the Vehicle to such other location as the parties may agree in which case the Customer will pay the costs of delivery specified by the Supplier and the Supplier may add such costs of delivery to its invoice to the Customer.
6.3 Where the Supplier has agreed to deliver the Vehicle to the Customer the Supplier will contact the Customer to agree a delivery date, which, where the Customer is a consumer will be within 30 days after the day on which we accept your order, if the vehicle is physically in stock and complete, at the time of Order. If the Vehicle is not physically in stock and complete at the time of Order then the Supplier will contact the consumer Customer and will endeavour to agree a delivery date before accepting the Order. The Customer should ensure they are available on the agreed date at the Delivery Location to collect the Vehicle.
6.4 If a Customer is not available when the Vehicle is delivered, the Supplier will leave a note setting out how to rearrange delivery or collect the Vehicle from the Supplier’s premises.
6.5 If after a failed delivery to the Customer, the Customer does not re-arrange delivery or collect them from the Supplier’s premises then the Supplier will contact the Customer for further instructions and may charge the Customer for storage and insurance costs and any further delivery costs. If, despite the Supplier’s reasonable efforts, it is unable to contact the Customer or re-arrange delivery or collection then clause 6.12 will apply.
6.6 The Supplier is unable to deliver to consumer Customers who are outside the UK.
6.7 Delivery is completed on the collection of the Vehicle by the Customer at the Delivery Location, and the signing of the Handover Form by both parties.
6.8 Subject to 6.3 any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
6.9 If the Supplier fails to deliver the Vehicle to a business Customer its liability shall be limited to the repayment of any Deposit or other sum received by it from the business Customer in payment or part payment for the Vehicle.
6.10 The Supplier shall have no liability for any failure to deliver the Vehicle to the extent that such failure is caused by a Force Majeure Event or by the Customer's own failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Vehicle. In the case of consumer Customers the Supplier will use its reasonable endeavours to deliver the Vehicle as
soon as it can in the circumstances and in the event that delivery is not possible (for reasons that do not result from the consumer Customer’s breach, negligence or default) it will refund any Deposit paid by the consumer Customer.
6.11 If (where the Customer is collecting the Vehicle) the Customer fails to take delivery of the Vehicle within 3 Business Days of the Supplier notifying the Customer then, except where such failure or delay is caused by a Force
Majeure Event then, subject to 6.12 below, the Supplier shall store the Vehicle until delivery takes place, and may charge the Customer for all related reasonable costs and expenses (including insurance).
6.12 If:
(a) 20 Business Days after the day on which the Supplier notified the Customer that the Vehicle was ready for collection the Customer has not taken actual delivery of it; or
(b) 20 Business Days after the Supplier tried to deliver the Vehicle the Customer has not taken actual delivery of it;
Then the Supplier may (without prejudice to any other right) resell or otherwise dispose of the Vehicle and may charge the Customer for any shortfall below the price of the Vehicle together with all associated expenses including without
limitation reasonable costs of storage and insurance.
6.13 In some cases, where a business Customer is based outside of the United Kingdom, the Supplier may agree in writing that a specific Incoterm will apply to the delivery of the Vehicle. In this case, to the extent that the agreed
Incoterm conflicts with any provision of these Conditions, the terms of the Incoterm will take precedence. To the extent they do not conflict with the Incoterm, these Conditions shall apply to and bind the parties.
7. QUALITY
7.1 New Vehicles to which an Owner’s Service Statement applies are sold subject to and with the benefit of the Owner’s Service Statement which gives details of the service facilities available to the Customer in relation to the Vehicle.
7.2 Where an Owner’s Service Statement does not apply to New Vehicles the Manufacturer’s Warranty will apply (to the extent it is not inconsistent with these Conditions)
7.3 Customers must comply with the terms and conditions of the Owner’s Service Statement and the Manufacturer’s Warranty as applicable.
7.4 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of a New Vehicle's failure to comply with the Owner’s Service Statement or the Manufacturer’s Warranty.
7.5 Used Vehicles are sold to business Customers subject to and with the benefit only of any warranty agreed in writing by the Supplier. The Customer (to the extent it does not act as a consumer) agrees and acknowledges that it has been
given reasonable opportunity to inspect and test any Used Vehicle and that it takes them in their state and condition existing upon delivery, and that accordingly all conditions, representations and warranties express and implied,
statutory or otherwise as to merchantable quality and fitness for purpose are hereby expressly excluded save only insofar as may be specifically set out in any warranty agreed in writing by the Supplier. Without limitation, the
mileage shown on the mileometer of Used Vehicles is not guaranteed and should not be relied upon.
7.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract in relation to business Customers only.
7.7 These Conditions shall apply to any repaired or replacement Vehicle supplied by the Supplier.
7.8 Save as expressly set out and save as may be otherwise imposed by law, the Supplier gives no further warranty, representation, promise or guarantee to business Customers in respect of the Vehicle.
7.9 Where the Customer is a consumer the Supplier is under a legal duty to supply a Vehicle that is in conformity with the Contract;
7.10 To the extent only that the Customer acts as a consumer in the purchase of the Vehicle then no provision in this clause 7 or otherwise in these Conditions is intended to howsoever diminish, limit or exclude any right, benefit or warranty that would by law benefit the Customer in their capacity as a consumer. In the event of any conflict between a Customer’s legal rights as a consumer and these Conditions the Customer’s legal rights as a consumer will prevail. A summary of the key rights available to a consumer is below. To the extent only that the Customer acts as a consumer any warranty provided under the Contract or by the Manufacturer is additional to any right, benefit or warranty applying under law.
FOR CONSUMER CUSTOMERS ONLY
Summary of your key legal rightsThis is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice websitewww.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.
b) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
c) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases
d) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
PLEASE SEE ALSO CLAUSE 14.
7.11 Consumer’s obligation to return rejected Vehicles. If the consumer Customer wishes to exercise its legal rights set out above to reject a Vehicle it must either return the Vehicle in person to the Supplier’s premises at Leacroft Road, Risley, Warrington, WA3 6NN or arrange for the Supplier to collect them. The Customer will pay the costs of collection and a reasonable deduction for mileage incurred. Please call Sales team on 01925 847 100 or email the Supplier at sales@estartruckandvan.co.uk to arrange collection.
8. TITLE AND RISK
8.1 The risk in the Vehicle shall pass to the Customer on completion of delivery. The Customer must have in place all appropriate insurance (including any insurance required by law) with effect from delivery of the Vehicle.
8.2 Title to the Vehicle shall not pass to the Customer until the Supplier receives payment in full (in cleared funds) for the Vehicle. Save as otherwise agreed in writing by the Supplier the Customer may not drive, take control of or remove the Vehicle from the Supplier’s premises until the Supplier has received payment in full (in cleared funds).
8.3 The Customer is responsible for ensuring that it is compliant with all legal requirements required for it to use, drive and operate the Vehicle after delivery.
8.4 Until title to the Vehicle has passed to the Customer (and to the extent the Customer is in possession of the Vehicle) the Customer shall:
(a) store the Vehicle separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark on or relating to the Vehicle;
(c) maintain the Vehicle in satisfactory condition and keep it insured against all risks for its full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause (b) to clause (d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Vehicle; and
(ii) the ongoing financial position of the Customer.
8.5 If, any time before title to the Vehicle passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1 or fails to make when due any payment due to the Supplier pursuant to this Contract then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time
(a) require the Customer to deliver up the Vehicle to the Supplier; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Vehicle is stored in order to recover it.
9. PRICE AND PAYMENT
9.1 The price of the Vehicle shall be the price specified or agreed in writing by the Supplier subject to these Conditions.
9.2 The Supplier may, by giving notice to a business Customer at any time up to 7 Business Days before delivery, increase the price of the Vehicle to reflect any increase in the cost of the Vehicle that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in materials, storage and other costs);
(b) any request by the Customer to change the delivery date(s), make or type of Vehicle ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3 The price of the Vehicle:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes any amount payable for insurance or for road or any other tax which shall be the responsibility of the Customer following delivery/collection of the Vehicle.
9.4 The Supplier may invoice the Customer for the Vehicle on or prior to delivery of the Vehicle.
9.5 Any Deposit is payable on receipt of Order, with any balance payable on delivery of the Vehicle.
9.6 If the Customer, without lawful cause, cancels or purports to cancel an Order at any time prior to delivery of Vehicle the Supplier may opt to treat the Contract as repudiated by the Customer in which event:
(a) any Deposit paid shall be forfeited and retained by the Supplier without prejudice to the Suppliers’ rights to recover any additional loss, expense or damage from the Buyer;
(b) ownership of the Vehicle will not pass to the Customer; and
(c) for the avoidance of doubt the Supplier shall be entitled to dispose of or deal with the Vehicle as it thinks fit and shall not be under any liability to account to the Customer.
9.7 Save as may otherwise be agreed in writing by the Supplier the Customer shall pay all invoices in full and in cleared funds prior to completion of delivery/collection of the Vehicle. Payment shall be made to the bank account
nominated in writing by the Supplier. Time for payment is of the essence and, without limitation, in the event of any failure to pay on time the Supplier may refuse to deliver the Vehicle.
9.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due time for payment, then without prejudice to any other remedy of the Supplier the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.9 If you are a business Customer all amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.10 The prices offered / agreed are based on current rates of duties, taxation and levies at time of order. In the event that the UK’s ceasing to be a member state of the European Union directly or indirectly causes:
(a) a change in law or
technical requirements;
(b) the imposition of or change in any relevant trade tariff, tax or import duty or other duty; or
(c) any imposition of any new or amended licensing or other requirement; which has an impact on the cost of the Vehicle or the timing of delivery of the Vehicle, the Supplier reserves the right to amend the price of the Vehicle and / or
the time of delivery accordingly. Any additional costs will be added to the price previously offered / agreed and will be payable in full by the Customer prior to the delivery of the Vehicle(s).
10. PART EXCHANGE VEHICLE
10.1 Where the Supplier, at its discretion, has agreed to accept part payment of the price for the Vehicle to be satisfied by the Customer delivering a Part Exchange Vehicle to it, then the acceptance of the Part Exchange Vehicle by the Supplier is subject to the following conditions:
(a) The Customer must afford the Supplier the opportunity to inspect and assess the Part Exchange Vehicle.
(b) The Customer confirms that it owns the Part Exchange Vehicle and that it has the full right to transfer unencumbered ownership of the Part Exchange Vehicle to the Supplier and that it will do so and will deliver the Part Exchange Vehicle to the Supplier at the time specified by the Supplier.
(c) The Part Exchange Vehicle must be delivered to the Supplier in the same condition as when inspected by the Supplier.
(d) The mileage of the Part Exchange Vehicle at the time of delivery to the Supplier must not exceed by more than 1,000 miles the mileage at the time the Part Exchange Vehicle was inspected by the Supplier.
(e) Without limitation, the Part Exchange Vehicle must not be subject to any hire purchase agreement or other finance agreement, charge or other encumbrance whatsoever.
(f) The Part Exchange Vehicle must be roadworthy, must comply with all legal requirements and must not have been involved in any material accident.
(g) Ownership and title in the Part Exchange Vehicle must transfer to the Supplier absolutely at the time specified by the Supplier.
(h) The Customer must transfer all particulars, ownership documentation and information relating to the Part Exchange Vehicle to the Supplier on demand by the Supplier.
10.2 In the event that the Customer (or the Part Exchange Vehicle) fail to comply with any of the provisions of 10.1, the Supplier may, at its discretion and without limitation:(
a) Reduce the value it is prepared to give to the Part Exchange Vehicle, in which event the difference must be paid by the Customer;
(b) Refuse to accept the Part Exchange Vehicle, in which event the difference must be paid by the Customer; or
(c) Terminate the Contract in which event it will have no liability to the Customer (save in the case of consumer Customers where any compensation legally arising will be paid).
10.3 Consumer Customers may opt to end the Contract in the event that the Supplier exercises its rights under 10.2 (a) or 10.2 (b).
11. HIRE PURCHASE
11.1 The entering into by the Customer of any hire purchase, credit sale, loan or other finance arrangement shall not howsoever limit or exclude the Customer’s obligations under the Contract and these Conditions.
11.2 The Customer is fully responsible for complying with and for discharging all costs relating to any such finance arrangement relating to the Vehicle.
12. LIMITATION OF LIABILITY – CONSUMERS ONLY
12.1 The Supplier is responsible to the consumer Customer for foreseeable loss and damage caused by it. If the Supplier fails to comply with these Conditions, it is responsible for loss or damage the consumer Customer suffers that is a foreseeable result of it breaking this Contract or failing to use reasonable care and skill, but the Supplier is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both parties knew it might happen, for example, if discussed during the sales process.
12.2 The Supplier does not exclude or limit in any way its liability where it would be unlawful to do so. This includes liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the consumer Customer’s legal rights in relation to the Vehicle including the right to receive a Vehicle which is: as described and matches information we provided to you; of satisfactory quality; fit for any particular purpose made known to the Supplier; supplied with reasonable skill and care; and for defective products under the Consumer Protection Act 1987.
12.3 The Supplier is not liable for business losses. The Supplier only supplies the Vehicle(s) to consumer Customers for domestic and private use. If the Vehicles are used for any commercial, business or re-sale purpose the Supplier’s liability will be limited as set out in clause 13.
13. LIMITATION OF LIABILITY – BUSINESS CUSTOMERS ONLY
13.1 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
13.3 Subject to clause 13.2, the Supplier's total liability to the Customer shall not exceed the price paid by the Customer for the Vehicle.
13.4 Subject to clause 13.2 the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
13.5 This clause 13 shall survive termination of the Contract.
14. TERMINATION
14.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of the Customer being notified in writing to do so;
(b) the Customer takes any step or action (or has any step taken against it) in connection with its entering administration, bankruptcy, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up or made bankrupt (whether voluntarily or by order of the court), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
14.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Vehicle under the Contract if the Customer becomes subject to any of the events listed in clause (b) to clause (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
14.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due time and date for payment.
14.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of any Vehicle supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
14.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
15. RIGHT TO CANCEL - CONSUMERS ONLY
15.1 Consumer Customers have a legal right to change their mind within 14 days and receive a refund of sums paid by them to the Supplier. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Conditions.
15.2 Consumer Customers have 14 days after the day they (or someone they nominate) receives the Vehicle to exercise this right. 15.3 To exercise this right the consumer Customer should do
one of the following:
15.4 Phone or email. Call Sales on 01925 847 100 or email sales@estartruckandvan.co.uk. Please provide name, home address, details of the order and, where available, your phone number and email address.
15.5 Online. Complete the Cancellation Form on the Supplier’s website https://www.estartruckandvan.co.uk/pages/legal/salesterms
and email to sales@estartruckandvan.co.uk
15.6 By post. Print off the Cancellation Form on the Supplier’s website https://www.estartruckandvan.co.uk/pages/legal/salesterms and post it to the Supplier at the address on the form. Or simply write to the Supplier at that address stating that you want to cancel and including details of the Vehicle,when it was ordered or received and the consumer Customer’s name and address.
15.7 Returning the Vehicle. The consumer Customer must either return the Vehicle in person to the Supplier’s premises at Leacroft Road, Risley, Warrington, WA3 6NN or at another of the supplier’s depots as agreed with the Supplier or allow the Supplier to collect the Vehicle. The consumer Customer should call Sales on 01925 847 100 or email the Supplier at sals@estartruckandvan.co.uk to
arrange collection. The consumer Customer must return the Vehicle to the Supplier’s premises or permit the Vehicle to be collected within 14 days of telling the Supplier it is exercising its right to end the Contract.
15.8 If the consumer Customer is entitled to a refund under this clause 15 the Supplier will refund to it the price paid for the Vehicle including any delivery costs paid, by the method used for payment. However, the Supplier may make deductions from the price, as described below.
15.9 The Supplier may reduce the refund of the price (excluding delivery costs) to reflect any reduction in the value of the Vehicle, if this has been caused by the consumer Customer treating it in a way which would not be permitted in the Supplier’s showroom, including driving the Vehicle for any purpose other than strictly necessary to demonstrate that it works. If the Supplier refunds the price paid before it is able to inspect the Vehicle and later discovers the Vehicle has been treated in an unacceptable way, then the consumer Customer must pay the Supplier an appropriate amount.
15.10 The maximum refund for any delivery costs paid will be the costs of delivery by the least expensive delivery method offered by the Supplier.
15.11 The refund will be made within 14 days from the day on which we collect the Vehicle or receive it back from you. 15.12 Financed Vehicles. Please note that cancelling the Contract may impact any finance arrangements consumer Customers have made in relation to the Vehicle. Consumer Customers should contact their finance provider if they have any questions on the impact of cancelling their purchase of the Vehicle. Consumer Customers may not exercise their rights to cancel under 15.1 if the Vehicleis owned (whether in whole or in part) or charged to anyfinance company or other third party.
15.13 If a consumer Customer ends the Contract in circumstances where it does not have the right to do so, then it will be obliged to pay the Supplier compensation which may include the Supplier’s retention of any Deposit the consumer Customer has paid.
16. FORCE MAJEURE
The Supplier shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. In the case of consumer Customers only, if there is a risk of substantial delay in delivery the consumer Customer may contact the Supplier to end the Contract and may receive a refund of any amount paid to the Supplier for a Vehicle that has not been delivered.
17. GENERAL
17.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
17.2 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause (b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 17.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
17.3 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent
misrepresentation based on any statement in the Contract.
17.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.6 Severance. If any provision or part-provision of the Contract 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 Contract. If any provision of the Contract is deemed deleted under this clause 17.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.7 Notices – Business Customers. (a) In the case of business Customers any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business or home address (in any other
case); or
(ii) or sent by email (in the case of the Supplier) to the address specified by the Supplier and (in the case of the Customer) to any address provided by the Customer.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (iii), business hours means 9.00am to
5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 17.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person. 17.9 Governing law. The Contract, 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 law of England and Wales.
17.10 Jurisdiction. In the case of business Customers, 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 this Contract or its subject matter or formation. Consumer Customers in Scotland can bring legal proceedings in either the Scottish or the English courts. Consumer Customers in Northern Ireland can bring legal proceedings in either the Northern Irish or the English courts.
WLTP CO₂ emissions
The indicated values were determined according to the prescribed measurement method - Worldwide Harmonised Light Vehicle Test Procedure (WLTP). Figures shown may include options which are not available in the UK. WLTP CO₂ values will be effective from 1st April 2020. Additionally [a] For Battery Electric Vehicles (BEV) figures determined with battery fully charged. These models require mains electricity for charging. [b] For Plug-in Hybrid Electric Vehicle (PHEV) figures determined with the battery fully charged, using a combination of both battery power and fuel. Figures shown are for comparability purposes; only compare with other cars tested to the same technical procedures. Figures may not reflect real life driving results, which will depend upon a number of factors including the starting charge of the battery [a][b], factory fitted options, accessories fitted (post registration), variations in weather, driving styles and vehicle load.Further information about the test used to establish fuel consumption and CO₂ figures can be found at www.mercedes-benz.co.uk/WLTP
NEDC CO₂ emissions
The indicated values were determined according to the prescribed measurement method. These are the "NEDC CO₂ values" according to Art. 2 No. 1 Implementing Regulation (EU) 2017/1153.The figures do not refer to an individual vehicle and are not part of the offer; they are provided solely for the purposes of comparison between different vehicle models. The values vary depending on the chosen optional extras. IMPORTANT: The way a new vehicle’s CO₂ is shown is changing due to a change in the law. Customers should check with a Mercedes-Benz Retailer whether their vehicle will be registered before or after 31st March 2020, as this could have a significant impact on the amount of Vehicle Excise Duty (“VED”) and/or Company Car Benefit in Kind taxation (“BIK”) to be paid. Since 1st January 2019, the energy and fuel consumption figures shown were determined by the Worldwide Harmonised Light Vehicle Test Procedure (“WLTP”). Whilst all new cars on sale have been type-approved according to WLTP, the figures shown are required by law to be the values from the outgoing New European Drive Cycle (NEDC) test, derived through a set formula from the WLTP values, until April 2020. From April 2020, for newly registered vehicles, the actual CO₂ figures from the WLTP test will be published and used for the calculation of VED and BIK. In many cases the WLTP CO₂ figure will be higher than the NEDC figure. This is because the new WLTP test is designed to be more stringent and a more accurate reflection of the vehicle’s efficiency and CO₂ emissions when on the road. The efficiency or performance of the vehicles themselves have not changed. Figures shown are for comparability purposes; only compare with other cars tested to the same technical procedures. Figures may not reflect real life driving results, which will depend upon a number of factors including the starting charge of the battery, factory fitted options, accessories fitted (post registration), variations in weather, driving styles and vehicle load.Further information about the test used to establish fuel consumption and CO₂ figures can be found at www.mercedes-benz.co.uk/WLTP
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