CREDIT ACCOUNT
TERMS AND CONDITIONS- AA UK CV Ltd

The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Application Form: the Supplier’s application form for a Credit Account which is completed by the Customer.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Conditions: these terms and conditions.

Contract: any contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.

Credit Account: a trade credit account provided by the Supplier to the Customer in accordance with these Conditions which can be used to make purchases from the Supplier.

Customer: the person, firm or company applying for a Credit Account with the Supplier.

Delivery Location: (where the Supplier has agreed to deliver Goods), the delivery location agreed by the Supplier in writing.

Force Majeure Event: has the meaning given to it in clause 13.

Goods: the goods (or any part of them) set out in an Order.

Goods Specification: the manufacturer’s specification for the Goods.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, and all other intellectual property rights which subsist or will subsist now or in the future in any part of the world.

Order: any Customer order for the supply of Goods placed with the Supplier including any order placed with the Supplier via a website operated by the Supplier or any other Alliance Automotive Group company.

Supplier: Alliance Automotive UK CV Limited registered in England and Wales with company number 02207440. Warranty: has the meaning given in clause 6.1.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(d) A reference to writing or written includes email.

2. Credit Accounts

2.1 The submission of an Application Form constitutes a request by the Customer to open a Credit Account with the Supplier. By completing and submitting an Application Form agrees to be bound by these Conditions.

2.2 By submitting an Application Form the Customer agrees that the Supplier may undertake any credit checks and/or to take up any trade references it considers necessary.

2.3 The Customer warrants that the information it provides in the Application Form is true and accurate in all respects.

2.4 An application for Credit Account shall be deemed accepted by the Supplier only when the Supplier issues a Credit Account opening confirmation to the Customer by email. The Supplier reserves the right in its absolute discretion to decline any application for a Credit Account.

2.5 Any Credit Account provided to the Customer shall be subject to any credit limit and/or payment terms notified by the Supplier to the Customer from time to time. The Supplier may in its absolute discretion to alter any credit limit and/or payment terms at any time immediately by giving notice to the Customer.

2.6 Without prejudice to any other right or remedy of the Supplier under these Conditions the Supplier may suspend or terminate any Credit Account immediately by giving written notice to the Customer if any of the circumstances described in clause 12.1 below occur or if the Customer is in breach of clause 2.3.

3. Placing Orders

3.1 Any Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

3.2 An Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which time a Contract shall come into existence.

3.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations or descriptions of the Goods contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of any Contract nor have any contractual force.

3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

4. Goods

4.1 Goods are described in the applicable Goods Specification.

4.2 The Customer acknowledges that the manufacturer may amend a Goods Specification if required by any applicable statutory or regulatory requirement.

5. Delivery of Goods

5.1 Delivery of the Goods shall be completed (where the Supplier is responsible for delivery) on completion of unloading of the Goods at the Delivery Location or (in all other circumstances) when the Goods are collected by the Customer.

5.2 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any costs or losses which the Customer incurs by reason of any delay in delivery of the Goods.

5.3 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods caused by a Force Majeure Event.

5.4 The Customer shall be responsible for all costs and losses incurred by the Supplier because of the Customer’s failure to accept delivery of or collect (as the case may be) the Goods on any day agreed for delivery or collection. If the Customer has not accepted delivery of or collected Goods within 5 Business Days of being notified they are ready for delivery or collection, the Supplier may resell or otherwise dispose of the Goods and charge the Customer for any shortfall below the price of the Goods.

5.5 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them and the price payable by the Customer shall be adjusted to reflect the quantity supplied.

5.6 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6. Quality of Goods

6.1 The Goods are supplied with the benefit of the manufacturer’s warranty (details of which are provided with the Goods or otherwise on request) (the Warranty). The Warranty is subject to the conditions, limits and exclusions contained in the manufacturer’s warranty conditions. In addition the Warranty is subject to the requirements set out in clause 6.2 and the limits and exclusions in clause 6.3.

6.2 Where the Warranty applies:

(a) the Customer must give notice in writing to the Supplier promptly on discovering that the Goods are defective

(b) the Supplier and/or the manufacturer must be given a reasonable opportunity to examine the Goods;

(c) the Customer (if asked to do so by the Supplier) must at its cost return the Goods to the Supplier’s place of business.

(d) (where a claim under the Warranty is accepted) the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods. Any labour costs incurred in connection with the removal and installation of any Goods will only be paid to the Customer to the extent payable under the manufacturer’s warranty conditions.

6.3 The Supplier shall not be liable for the Goods’ failure to comply with the Warranty if:

(a) any further use is made of such Goods after the Customer has given notice in accordance with clause 6.2;

(b) the defect arises because the Customer failed to follow the Supplier’s or manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

(d) the Goods are used in a vehicle modified from standard production series state or in a vehicle engaged in motor sport or competition; or

(e) the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of defects in the Goods.

6.5 Except as provided in this clause 6 any return of Goods is at the sole discretion of the Supplier. Any Goods which the Supplier agrees may be returned must be returned within 30 days of delivery unused, in good and saleable condition and in original packaging. Acceptance of the return of such Goods by the Supplier shall be subject to the Customer paying a handling fee of 15% of the price of the Goods.

7. Title and risk

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until the earlier of:

(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods so that they remain readily identifiable as the Supplier’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1; and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to the Goods and the financial position of the Customer.

7.4 Subject to 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time, it does so as principal and not as the Supplier’s agent and title to the Goods shall pass to the Customer immediately before the time at which the resale occurs.

7.5 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. Price and payment

8.1 The price for Goods:

(a) shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of delivery; and

(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods.

8.2 The Supplier reserves the right to increase the price of Goods by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

8.3 The Supplier shall invoice the Customer on placement of an Order.

8.4 The Customer shall pay each invoice submitted by the Supplier:

(a) (where the Customer does not have a Credit Account with the Supplier) on delivery of the Goods;

(b) (where the Customer has a Credit Account with the Supplier) in accordance with the payment terms notified in writing to the Customer by the Supplier or (if no payment terms have been so notified to the Customer) no later than 30 days from the end of the month of the date of the invoice; and

Time for payment shall be of the essence of the Contract.

8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time which shall be payable by the Customer in addition at the applicable rate.

8.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date, then, without limiting any other remedies of the Supplier including the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 (the Act), the Customer shall pay interest on the overdue sum from the due date until payment whether before or after judgment at 8% a year above the Bank of England’s base rate from time to time.

8.7 The Customer shall indemnify the Supplier for all costs incurred in recovering any payment due under the Contract (including any payment due under this clause) which shall include the Supplier’s administrative costs, legal costs and costs incurred with debt collection agencies. The Customer’s liability under this clause is without prejudice to the Supplier’s right to charge compensation per invoice under the Act of; (i) £40 for amounts due up to £999.99; (ii) £70 for amounts due of £1,000 to £9,999.99; and (iii) £100 for amounts due of £10,000 and above, or such other amounts as may be provided for under the Act from time to time.

8.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding.

9. Intellectual property rights

9.1 All Intellectual Property Rights in the Goods shall as between the Supplier and the Customer be and remain the property of the Supplier.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party except as permitted by clause 10.2.

10.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 No party shall use any 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.

10.4 Nothing in this clause 10 shall restrict or prevent the Supplier from undertaking any credit checks and/or taking up any credit references under clause 2.

11. Limitation of liability

11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 Nothing in the Contract limits any liability of the Supplier 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 section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective products under the Consumer Protection Act 1987.

11.3 Subject to clause 11.2, the Supplier’s total liability to the Customer in relation to any Contract shall not exceed an amount equal to the price of the Goods supplied pursuant to that Contract in respect of which a claim arises.

11.4 The Supplier shall no liability for the following:

(a) loss of profits;

(b) loss of sales or business;

(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.

11.5 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.

11.6 This clause 11 shall survive termination of the Contract.

12. Termination

12.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer commits any other material breach of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(c) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (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; 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.

12.2 Without affecting any other right or remedy available to it, the Supplier may suspend deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.1(c) or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12.3 On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and all other amounts due to the Supplier under the Contract.

12.4 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination.

12.5 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

13. Force majeure

The Supplier shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event) and the time for performance of such obligations shall be extended accordingly.

14. General

14.1 Assignment and other dealings. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract

14.2 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case) or sent by email to the email address of the other party provided for business contact purposes.

(b) Any notice sent in accordance with clause 14.2(a) shall be deemed to have been received: (if delivered by hand) at the time the notice is left at the proper address; (if sent by pre-paid first-class post or other next working day delivery service) at 9.00am on the second Business Day after posting; or (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.

(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.

14.3 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 or part provision of the Contract is deemed deleted under this clause 14.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.5 Entire Agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on 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 or negligent misstatement.

14.6 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

14.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

14.8 Law and Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract.

CREDIT ACCOUNT TERMS AND CONDITIONS- AA UK CV Ltd