THE ORDER FORM, OUR ORDER ACKNOWLEDGEMENT AND THESE CONDITIONS TOGETHER FORM OUR CONTRACT WITH YOU AND ARE BINDING ON YOU. PLEASE READ THEM CAREFULLY, CHECK YOU UNDERSTAND THEM AND THAT THEY ONLY CONTAIN TERMS YOU ARE PREPARED TO AGREE TO.
In these conditions the following words have the following meanings unless the context requires otherwise:
"Contract" means any contract between You and Us incorporating these conditions, any Order Form, submitted by You and the order acknowledgement issued by Us in relation to the Goods;
"Delivery Address" means as described in clause 4.6;
"Goods" means any products to be supplied by Us to You;
"Liability" means liability for all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
"Order Form" means our form for the ordering of Goods on the Website or which we will complete with you if you place an order for Goods over the telephone;
"We, Us, Our" means CarfactorsUK whose registered office is at 2 Parkfield Court, Coleshill, Birmingham, B46 3NT;
"Website" means www.carfactorsuk.co.uk; and
"You, Your, Yours" means the person whose order for Goods is accepted by Us.
2. Basis Of Contract
2.1 These conditions shall govern the agreement between Us and You to the exclusion of any other terms or conditions unless we have expressly agreed to vary these conditions in writing.
2.2 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to You by Us.
2.3 No variation to these conditions shall be binding on Us unless agreed in writing between You and Us.
2.4 Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by Us in writing.
2.5 No oral warranties or representations shall bind Us (unless given by one of Our directors).
3. Orders And Contract
3.1 You are responsible for the accuracy of Your order including but not limited to the accuracy of all information You provide in or to Us to complete the Order Form and for giving Us any information necessary for Us to perform the Contract.
3.2 The Contract between Us and You shall come into effect on Our acceptance of Your order placed via Our Order Form on the Website or by telephone.
3.3 No order for Goods shall be deemed accepted by Us until We send You an order acknowledgement.
3.4 We have the right to refuse to accept any Order. Our reasons for such refusal may include, but are not limited to, if Goods are not available or, if We cannot obtain Your bank’s authorisation for Your payment.
3.5 We shall be entitled to cancel the Contract after accepting Your order if the Goods are unavailable. Unless You are in breach of contract, We will pay You any reasonable losses or costs You incur as a result of Our Cancellation and refund any payment You have made to Us for the Goods in full.
3.6 Should You wish to cancel the Contract You may do so only in accordance with clause 5.4, clause 6 and/or clause 7.
4.1 Dates and times for delivery and/or performance are estimates only and are not guaranteed. They are also subject to any matter beyond Our reasonable control.
4.2 We will use reasonable endeavours to ensure delivery and/or performance on the dates We notify You of.
4.3 Where Goods are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by Us to deliver, or any claim by You in respect of, any instalment shall not entitle You to cancel this Contract as a whole.
4.4 You shall have no right to reject Goods and/or Services and shall have no right to cancel the Contract for late delivery unless the due date for delivery and/or performance has passed and You have notified Us of any such delay and given Us not less than 7 days within which to rectify the delay and the notice has not been complied with.
4.5 We are not required to fulfil orders for Goods in the sequence in which they are placed.
4.6 Unless we have agreed otherwise, delivery will be made to the address to which the card used for payment is registered ("Delivery Address") between 9.00am and 7.00pm on Our working days.
4.7 If You refuse to take delivery of any Goods then We shall be entitled to withhold delivery and/or performance of any other Goods and to treat this Contract as cancelled by You. You must pay costs reasonably incurred by Us relating to such delivery and/or performance, including but not limited to all reasonable carriage costs.
5. Price And Payment
5.1 The price of the Goods shall be as quoted on the Website or by Us over the telephone at the time when you place Your order. The price shall only be valid whilst it is displayed on the Website or, for the duration of the telephone conversation during which you place your order.
5.2 Except as otherwise stated, prices do not include delivery, and You shall be liable to pay the delivery costs quoted by us on the Website or over the telephone at the time you place your Order.
5.3 We may only increase Our prices in relation to the Goods which We have agreed to supply where the increase is to take account of increases in costs, expenses and/or materials suffered by Us. We will notify You of any such change in writing.
5.4 You may cancel without Liability any Contract in relation to which the price is to be increased provided that the notice of cancellation is received by Us before the Goods are despatched or within 30 days of a price increase notification (whichever is the earlier).
5.5 If You do not cancel the Contract for the provision of the Goods within the time period set out in Clause 5.4 then the price increase shall take effect for the Goods ordered by You.
5.6 Our prices are exclusive of VAT, for which you will be additionally liable. We shall confirm the VAT payable in addition to the price at the time you place Your Order.
5.7 You must pay for Goods at the time You place you order with Us. If We do not accept Your order, We will refund You any payment made by You in respect of such cancelled order.
5.8 You must pay all sums due to Us under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
5.9 Payment shall not be deemed to be made until We have received cleared funds in respect of the full amount outstanding.
6. Statutory Right to Cancel the Goods
6.1 You may not cancel any orders for Goods under this clause 6 which are personalised or made to your specifications or include computer software which you have unsealed, for example engine management systems.
6.2 You may cancel an order for any other Goods not set out in clause 6.1 at any time from placing your order up and including 7 working days from the day after You receive such Goods (“Cooling Off Period”).
6.3 If You cancel any order under clause 6.2 and the Goods have already been sent by Us to You, You must arrange for and pay for the return of Goods immediately. If such Goods are defective and/or do not conform with the order acknowledgement issued by Us We will refund You the reasonable out of pocket costs incurred by You in returning such Goods to Us. You must ensure that any such Goods are packaged adequately and sent by secure means to Us. In order to avoid damage to the Goods and/or any health and safety issues when returning the Goods We recommend that the Goods are returned in their original packaging.
6.4 If You want to cancel any Contract in accordance with this clause, You must notify Us in writing within the relevant timescale set out in this clause.
6.5 We will refund You the price of Goods by the same method which you originally paid for them within 30 days of the date of Your notice of cancellation. If we do not receive the Goods back from you in the condition they were in when despatched to You we will take legal action to recover our losses, costs, and expenses from you.
7. Contractual Cancellation Period
7.1 The right to cancel an order under this clause 7 does not apply to those Goods set out in clause 6.1 or to any Goods which are:
7.1.1 engine management items with opened packaging;
7.1.2 electrical Goods with opened packaging;
7.1.3 tools with opened packaging;
7.1.4 special order items or non-stock items;
7.1.5 items which in our entire discretion are no longer in their original undamaged packaging; and/or
7.1.6 items which are no longer in a saleable condition.
7.2 You may cancel an order for Goods under this clause 7 at any time up to 28 days from the day We despatch the Goods to You.
7.3 If You want to cancel any order for Goods after 7 working days from the day after You receive such Goods, You must:
7.3.1 telephone Our mail order division on 0845 9000 107 between 8.30am and 5.30pm or contact Us by email on email@example.com to obtain a “Goods Return Number” (“GRN”) and arrange a suitable collection date and time;
7.3.2 parcel the Goods and mark them with the GRN provided by us; and
7.3.3 ensure that you allow us to collect the Goods at the time the collection has been arranged.
7.4 Under no circumstances may any Goods be returned to us under this clause 7 without a GRN number.
7.5 We will consider the overall condition of the Goods before making a refund and other than where clause 7.6 applies we shall deduct:
7.5.1 15% from the price of the Goods to represent our reasonable handling and restocking costs;
7.5.2 £25 plus VAT for our reasonable collection costs; and
7.5.3 any sums to represent depreciation in the value of the Goods to reflect any damage to the goods or their packaging
from any refund of the price of the Goods to You.
7.6 If any Goods are defective and/or do not confirm with the order acknowledgement issued by Us we will refund you in full for the price of the Goods.
7.7 If you return any Goods to us without our authorisation or return any of Goods listed in clause 6.1 and/or clause 7.1 we shall not refund you the price of the Goods and shall return them to you subject to payment in advance by you of our, delivery costs. If you do not agree to pay for the return of the Goods or accept return of the Goods we may store them and recover from You Our reasonable costs and expenses incurred as a result. After the expiry of 1 month of storage of such Goods we may dispose of them at our option.
8.1 The quantity, quality, description and/or specification for the Goods shall be that set out in the order acknowledgement issued by Us.
8.2 You are responsible for checking the order acknowledgement is accurate and adequate for the Goods to be supplied.
8.3 Details and/or specifications on our Website and in brochures and price lists produced by Us are intended as a guide only and only give a general approximation of the Goods.
8.4 We reserve the right to make changes to the specification of the Goods as required from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have a material adverse effect on the quality and/or performance of the Goods.
8.5 If We do make changes to the specification of the Goods which have a material adverse effect then You shall have the right to cancel the Contract without Liability.
9. Property And Risk
9.1 Risk in the Goods shall pass to You at the time of delivery to the Delivery Address. This means that from the time of delivery You will be responsible for care of the Goods and You must bear the cost of any loss of and/or damage to the Goods.
10.1 If You fail to pay for the Goods in accordance with these conditions We may withhold delivery of any undelivered Goods and stop any Goods in transit.
11. Repairs And Replacements
11.1 We shall use reasonable endeavours to transfer to You the benefit of any warranty given to Us with the Goods.
11.2 Unless we otherwise agree in writing we provide no warranty or guarantee in respect of the Goods.
11.3 You should contact Our Customer Service department on the telephone on the number specified on the Website if you feel that any of the Goods are defective within 12 calendar months of despatch of the Goods to you. We may at Our option either refund the price, repair, replace free of charge any Goods which we agree to be defective within 12 calendar months of despatch of the Goods to You and that the Goods we had originally despatched within the previous 12 calendar months.
11.4 Any defective Goods must be returned to Us if requested by Us at Your cost and risk before we will decide whether to refund, repair or replace the Goods in accordance with clause 11.5. Before You return any such Goods You must notify our Customer Services department on the telephone number provided on the Website to agree to which address the Goods should be returned and how they should be marked. If the Goods prove to be defective then We shall reimburse You for the cost of returning the defective Goods.
11.5 We may at Our sole discretion replace, repair free of charge, or refund the price of defective Goods which are not notified to Us within the specified time limit where in Our opinion the defect would not have been ascertainable on inspection and has been notified to Us as soon as reasonably practicable.
11.6 We will at Our option either refund the price of or replace free of charge any Goods missing from a delivery of Goods provided that the missing items are notified to Us and the courier who delivered the Goods within 3 days of delivery or, in the event of total non-delivery, this fact is notified to Us within 3 days of the scheduled date for delivery.
11.7 If You refuse to take delivery of any repaired and/or replaced Goods, We may store the Goods and recover from You Our reasonable costs and expenses incurred as a result. After the expiry of 1 month after storage of such Goods We may dispose of them at our option.
12. Limitations On Liability
12.1 We will have no Liability to You for Liabilities except for those caused by any breach of the Contract by Us.
12.2 We will have no Liability to You for any Liabilities neither You nor We could foresee at the date of the Contract.
12.3 We will have no Liability for any Liabilities relating to any business undertaken by You.
12.4 We rely on the standard marketing material supplied by manufacturers of Goods to match the Goods with the requirements set out in Your Order Form. We cannot make any representation as to the suitability or fitness for purpose of any of the Goods for use with a particular vehicle and it is Your responsibility to ensure that the Goods are suitable for use with the intended vehicle prior to use. For the avoidance of doubt, We shall have no Liability for any loss, damage, costs or expenses that You may suffer as a result of fitting or using Goods with a non-compatible vehicle, notwithstanding that details of the vehicle may have been provided in Your Order Form unless such losses, damages, costs or expenses arise due to our breach of contract and were foreseeable to both You and Us at the time the Contract came into effect under clause 3.2.
12.5 We shall have no Liability for inadequate packing of any Product to Us.
12.6 We shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by Your continued use of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent to You.
12.7 You shall where reasonable give Us a reasonable opportunity to remedy any matter for which We are liable before You incur any costs and/or expenses in remedying the matter Yourself. If You do not do so We shall have no Liability to You for that matter.
12.8 Nothing in this Contract shall exclude or limit Our Liability for death or personal injury due to Our negligence or any Liability which is due to Our fraud or any other liability which We are not permitted to exclude or limit as a matter of law.
12.9 Nothing in this Contract shall exclude or limit any of Your statutory rights which may not be excluded or limited due to You acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.
12.10 The limitations in this Contract are necessary in order to allow Us to provide the Goods at their current prices.
12.11 If You require greater protection then We will agree to modify the limitations and extend Our guarantees in return for the payment of a higher price for the Goods.
13.1 Please contact our Customer Services department by using the telephone number provided on the Website or by post at 2 Parkfield Court, Coleshill, Birmingham, West Midlands, B46 3NT with any complaints or queries you may have in relation to the Contract and/or the Goods.
13.2 No waiver by Us of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
13.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
13.4 Either party shall have no Liability to the other for any delay in performance of this Contract (other than in relation to payment) to the extent that such delay is due to any events outside the affected party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If a party is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
13.5 You shall not assign Your interest in the Contract (or any part) without Our written consent. We may assign this contract (or any part of it) at any time.
13.6 All third party rights are excluded and no third party shall have any right to enforce this Contract. This shall not apply to members of Our group from time to time who shall, subject to Our consent, have the right to enforce this Contract as if they were Us. Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.
13.7 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.