Terms & Conditions for the Supply and Purchase of Vehicles

1. CONTRACT
(a) The order for sale of a motor vehicle by us (“Eagle Automotive Ltd”) at the agreed price (“the
Total Retail Price”) and any allowance in respect of a used motor vehicle offered by you (“the
Customer”) incorporates the following clauses and only becomes binding after being accepted
by Eagle Automotive Ltd.
(b) The order (except where varied by an agreement between the parties which is recorded in
writing and signed by an authorised representative of Eagle Automotive Ltd) shall constitute
the entire contract between the parties.
2. DELIVERY
(a) Eagle Automotive Ltd will use its best endeavours to secure a delivery date or dates, but shall
be under no liability whatsoever for loss occasioned by delay in delivery arising out of any
cause beyond the control of Eagle Automotive.
(b) The Goods as described on the face of the order form (“the Goods”) may be delivered by Eagle
Automotive Ltd or its agent in advance of the estimated delivery date upon giving 7 days prior
notice to the Customer.
(c) If the Goods are not delivered within three calendar months of the estimated delivery date
(if any) the Customer or Eagle Automotive Ltd may elect by notice in writing to the other party
to cancel this contract. Upon such cancellation the Customer’s deposit shall be returned and
Eagle Automotive Ltd shall be under no further liability to the Customer. In the event that no
estimated delivery date is given, Eagle Automotive Ltd will deliver the Goods within 1 month
of the Goods being made available to it.
(d) Delivery shall be deemed to have been made on the date that the Goods are made available
for collection by the Customer and Eagle Automotive Ltd has given notice to the Customer that
the Goods are ready for collection. The Goods will be physically delivered by Eagle Automotive
Ltd to the Customer only where agreed by Eagle Automotive Ltd and at the Customer’s cost.
(e) Eagle Automotive Ltd may at any time cancel the contract if the manufacturer ceases to make
the Goods or if the manufacturer ceases to supply the Goods to the UK market. If Eagle
Automotive Ltd is unable to supply any option or accessory, whether factory fitted or
otherwise, Eagle Automotive Ltd may at its discretion either substitute a reasonable equivalent
or delete the option or accessory from the contract. If any accessory is deleted the purchase
price shall be adjusted by the price thereof. The inability of Eagle Automotive Ltd to supply an
option or accessory shall not constitute a breach of contract or entitle the Customer to reject
the Goods.
3. PRICE AND PAYMENT
(a) The Customer shall not be permitted to collect and take away the Goods until the Total Retail
Price of the Goods as stated overleaf has been discharged in full (without set-off or
counterclaim) unless this condition has been expressly excluded in writing by an authorised
representative of Eagle Automotive. Time of payment shall be of the essence.
(b) If the Total Retail Price or any part of the price for the Goods is to be paid by cheque whether
bank or building society then prior notice of such payment shall be made to Eagle Automotive
Ltd and the cheque must be paid to Eagle Automotive Ltd at least five banking days in advance
of the estimated delivery date. A cheque given in payment or part payment shall not be treated
as a discharge until the same has been cleared.
(c) If the Total Retail Price or any part of the price for the Goods is to be paid by cash (the maximum
amount of a cash payment that is permissible being £5,000 in value) or bankers draft then
such payment or part payment may be made on the day of collection (subject to Eagle
Automotive Ltd being given an opportunity to confirm the validity of such draft) provided that
the Goods shall be collected within 7 days of delivery.
4. FAILURE TO COLLECT GOODS
If the Customer shall fail to collect and/or pay for the Goods within 7 days of delivery (as provided
for in clause 2(d)) then Eagle Automotive Ltd may at its option either store the Goods at the
Customer’s cost or, upon giving the Customer 7 days’ notice of its intention to do so, elect to
treat the contract as repudiated by the Customer and thereupon any sums paid by the Customer
shall be returned less a sum equivalent to a reasonable administration fee, any damages, loss or
expenses which Eagle Automotive Ltd may have suffered or incurred by reason of the Customer’s
default (including as a result of selling such vehicle at a lower value) and/or storage costs and Eagle
Automotive Ltd shall be under no further liability to the Customer. Eagle Automotive Ltd may, at its
option following such repudiation elect to return any part-exchange vehicle or to retain it at any
agreed trade-in price (in which case the agreed trade-in price shall be treated as part of the sums
paid for the purpose of this clause).
5. PART EXCHANGE
In the event that Eagle Automotive Ltd agrees to accept a used motor vehicle from the Customer
as partial payment of the Total Retail Price (“Allowance”) such agreement shall be subject to any
declarations made on the face of the order or purchase invoice and the following conditions:
(a) the Customer warrants that:
(i) the Customer has good title to the used motor vehicle;
(ii) it is unencumbered by any third party interest whatsoever; or
(iii) the Customer has declared all encumbrances or interests to which the used motor vehicle
is subject;
(iv) the particulars of the used motor vehicle given by the Customer are correct and that so far
as the Customer is aware the mileometer reading is accurate;
(v) other than as declared by the Customer and so far as the Customer is aware the used
motor vehicle has not been the subject of any accident or any other damage of whatsoever
nature and howsoever caused or any insurance claims or total loss claims;
(vi) other than as declared by the Customer the used motor vehicle was first supplied by the
manufacturer’s official distributor for the UK;
(vii) other than as declared by the Customer the date of first registration on the registration
documents is the date on which the used motor vehicle was new and first used;
(viii) other than as declared by the Customer the used motor vehicle has not had any
performance upgrades, non-manufacturer approved accessories or alterations contrary to
the manufacturer’s specifications;
(ix) the used motor vehicle is type approved.
(b) if any encumbrances or interests are capable of cash settlement Eagle Automotive Ltd may
elect to discharge such interests and deduct expenditure from the exchange value offered;
(c) the used motor vehicle will be delivered in the same condition as at the date it was examined
by Eagle Automotive Ltd (fair wear and tear excepted);
(d) the used motor vehicle shall be delivered to Eagle Automotive Ltd upon collection of the
Goods together with all spare key sets, spare alarm remotes, registration documents,
service documentation, MOT certificate, service invoices, warranty documentation and all
other appropriate documentation and with the registration book completed and for the
avoidance of doubt the Customer shall not be permitted to collect the Goods until the used
motor vehicle shall have been delivered to Eagle Automotive Ltd;
(e) title to the used motor vehicle shall pass absolutely on delivery to Eagle Automotive Ltd;
(f) the exchange value quoted by Eagle Automotive Ltd shall be binding on Eagle Automotive
Ltd for one calendar month from the date of the order, unless a different period is stipulated
in the order. If the exchange value is no longer binding on Eagle Automotive Ltd when
the Goods are ready for delivery, Eagle Automotive Ltd will give a current figure for the value
of such part-exchange, at which point the Customer will have the option to accept the revised
part-exchange value or not to part-exchange such used motor vehicle, provided always that
the Customer shall still be obliged to purchase the Goods;
(g) in the event that any of the warranties in clause 5(a) prove to be untrue or there is a breach of
clause 5(c), Eagle Automotive Ltd shall be entitled to revise the Allowance to take account of
such breach and where there is a reduction in the Allowance the Customer shall be liable to
pay the difference between the original and reduced Allowances to ensure payment of the
Total Retail Price of the Goods in accordance with clause 3 of these terms and conditions.
6. CHERISHED NUMBER PLATE
Where the Goods have a personalised or cherished number plate, unless stated on the face of the
order, the Customer shall not be entitled to assume that such number plate is available with the
Goods and the Customer will provide all reasonable assistance to Eagle Automotive Ltd to facilitate
transfer of the registration.
7. NEW GOODS/USED GOODS
(a) Where the Goods to be supplied by Eagle Automotive Ltd are new, then the following
additional conditions shall apply:
(i) the Customer shall be bound to pay any amount of car tax and value added tax or other
tax or duty that Eagle Automotive Ltd has legally become bound to pay, notwithstanding
any amount specified on the order form;
(ii) if before delivery of the Goods the manufacturer/concessionaires recommended retail
price for the Goods shall be increased Eagle Automotive Ltd may give notice (“Notice”) of
its intention to pass on to the Customer such increase, upon receipt of such Notice the
Customer shall be entitled by notice in writing to Eagle Automotive Ltd to cancel the
contract within 21 days of the date of the Notice. Upon such cancellation any deposit paid
by the Customer shall be returned and Eagle Automotive Ltd shall be under no further
liability to the Customer. If no notice is received by Eagle Automotive Ltd from the
Customer within such period then the Customer shall be bound to purchase the Goods at
the increased price;
(iii) in the event that the manufacturer is unable to accept the order for the Goods then
Eagle Automotive Ltd may, by notice in writing to the Customer cancel the contract. Upon
such cancellation any deposit paid by the Customer shall be returned and Eagle
Automotive Ltd shall be under no further liability to the Customer.
(b) In the event that the Goods were not originally supplied via the manufacturer’s official
distributor for the United Kingdom the Customer accepts that the specification may vary from
the British specification.
8. WARRANTY
(a) Eagle Automotive Ltd shall use all reasonable endeavours to pass the benefit of any
manufacturer’s warranty on to the Customer. In the case of a new vehicle, the Goods shall
be warranted by the manufacturer to be free from defects in materials and workmanship on
manufacture and Eagle Automotive Ltd shall repair any faults which arise in accordance with
such warranty for at least one year from the date of first registration with no mileage limitation.
Any parts which require replacement during the period of the manufacturer’s warranty as a
result of wear and tear (for example but without limitation, the brake pads) are excluded
from the warranty. The manufacturer’s warranty is not affected by any change of ownership
of the Goods. Remedial work under such warranty may be carried out by any dealer approved
by the relevant manufacturer (“a Dealer”) at whose sole option any defective parts will be
repaired or replaced. Any part replaced under the manufacturer’s warranty is warranted
to be free from defects in parts and materials until expiry of the original vehicle warranty. The
manufacturer’s warranty does not apply if and to the extent that the defect is caused or
worsened by one of the following circumstances:
(i) after discovering the defect the Customer has failed either to inform Eagle Automotive Ltd
or to have the defect examined by a Dealer without reasonable delay;
(ii) has failed to give a Dealer the option to repair the Goods without reasonable delay;
(iii) the Goods or any part thereof have been subject to misuse, negligence, or accident or use
for racing or similar sports;
(iv) if the Goods have been repaired or maintained and that repair or maintenance has not
been carried out by or through a Dealer and/or to the manufacturer’s recommendations;
(v) parts have been installed into the Goods the use of which have not been approved by
the manufacturer or if the Goods have been altered or modified in a manner not approved
by the manufacturer;
(vi) instructions concerning the treatment, maintenance and care of the Goods have not been
adhered to.
(b) In the case of the Goods being a second-hand vehicle, Eagle Automotive Ltd shall transfer
to the Customer the unexpired portion of the manufacturer’s warranty (if any) together
with any used car warranty made available with respect to the Goods as stated on the
front of the order. The Customer acknowledges that in the case of the Goods being a
second-hand vehicle the Goods will be sold:
(i) subject to such wear and tear as is reasonable for a vehicle of its age, type,
usage and mileage; and
(ii) subject to paintwork and/or bodywork repairs that may have been carried out to it.
9. EXAMINATION OF GOODS AND RELIANCE
(a) Prior to signing the order form the Customer shall examine the Goods to be purchased (if such
are available for inspection) and the Customer is reminded that the condition of satisfactory
quality implied by legislation does not operate in relation to such defects which such an
examination ought to reveal. If the Goods are sold subject to defects and have been notified
by Eagle Automotive Ltd to the Customer before the signing of the contract, the condition of
satisfactory quality referred to above does not operate in relation to those defects.
(b) The Customer confirms that it has satisfied itself as to the suitability of the Goods for its
requirements and has not relied upon Eagle Automotive Ltd’s skill or knowledge regarding the
Goods’ fitness for any particular purpose or use.
10. CLAIMS
Without prejudice to the terms of the manufacturer’s warranty, where any valid claim in respect of
the Goods which is based on any defect in the quality or condition of the Goods based on materials
or workmanship or their failure to meet the specification is notified to Eagle Automotive Ltd, Eagle
Automotive Ltd shall be entitled at its sole discretion either to replace or repair the Goods (or the
part in question) free of charge or to refund to the Customer the price of the Goods (or a proportion
part of the price), but Eagle Automotive Ltd shall have no further liability to the Customer. Eagle
Automotive Ltd will not be liable where any defect results from or is worsened by one of the
following circumstances:-
(a) after discovering the defect the Customer has failed either to inform Eagle automotive Ltd or to
have the defect examined by a Dealer without reasonable delay;
(b) has failed to give a Dealer the option to repair the Goods without reasonable delay;
(c) the Goods or any part thereof have been subject to misuse, negligence, or accident or use for
racing or similar sports;
(d) the Goods have been repaired or maintained and that repair or maintenance has not been
carried out by or through a Dealer and/or to the manufacturer’s recommendations;
(e) parts have been installed into the Goods the use of which have not been approved by the
manufacturer or if the vehicle has been altered or modified in a manner not approved by the
manufacturer;
(f) instructions concerning the treatment, maintenance and care of the Goods have not been
adhered to;
(g) wear and tear.
11. CONSUMER TRANSACTIONS
Where the Goods are sold under a consumer transaction as defined by the Consumer Transactions
(restriction on statements) Order 1976 the statutory rights of the Customer are not affected by any
of these terms and conditions.
12. SALE TO INTERMEDIARIES OR THIRD PARTIES
The Customer confirms that it is not purchasing the Goods as an intermediary or reseller unless
specifically agreed by Eagle Automotive Ltd to the contrary. Eagle automotive Ltd may, at its
discretion refuse to change the Customer’s details or identity on the order or register the Goods to
anybody other than the Customer.
13. FINANCE
Notwithstanding the provisions of this contract the Customer may, within 7 days of receipt of
notification that the Goods are ready for delivery arrange for a finance company to purchase the
Goods from Eagle Automotive Ltd at the price payable hereunder. Eagle Automotive Ltd shall not
release the Goods until the Total Retail Price has been discharged in full, including receipt of cleared
funds from the said finance company.
14. NOTICES
Any notice that is given hereunder may be given in writing, by electronic mail or communicated
verbally. Notices in writing shall be posted or faxed to the residence or place of business of the
person to whom it is addressed and shall be deemed to have been received, in the case of facsimile
or electronic mail on the day of transmission and in the case of notice given by post, within two
days of posting.
15. WAIVER
Any waiver by Eagle Automotive Ltd or Customer of any breach of contract by the other shall be
in writing and shall not be construed as a waiver of any subsequent breach of the same or of any
other provision. Without prejudice to the generality of the foregoing, failure by either party to
enforce at any time or for any period any one or more of the conditions shall not be a waiver of
them or of the right at any time subsequently to enforce all of them.
16. INVALIDITY OF THESE TERMS
If any provisions of these terms and conditions is held by any competent authority to be invalid
or unenforceable in whole or in part the validity of the remaining provisions of these terms and
conditions and the remainder of the provision in question shall not be affected thereby. As far as it is
possible to do so any clause that is in whole or in part invalid or unenforceable shall be interpreted
with the minimum possible amendment so that the clause or part thereof is found to be valid and/or
enforceable and gives effect as far as possible to the previously expressed intention of the clause.
17. APPLICABLE LAW
This contract shall be governed by the Laws of England and Wales and the parties shall submit to
the jurisdiction of the English Courts.
18. THIRD PARTY RIGHTS
No person who is not a party to the contract may in its own right enforce any terms of the contract
provided that this clause shall not affect any right of action of any person to whom this contract
is lawfully assigned.
19. RETENTION OF TITLE
(a) Notwithstanding delivery, collection and/or the passing of risk in the Goods, or any other
provision of these terms and conditions, the property in the Goods shall not pass to the
Customer until the Total Retail Price has been discharged in full and, in the case of a payment
by cheque, the cheque has been cleared.
(b) Until such time as the property in the Goods passes, the Customer shall keep the Goods
properly stored, protected and insured and identified as Eagle Automotive Ltd property.
(c) Until such time as the property in the Goods passes to the Customer, Eagle automotive Ltd
shall be entitled at any time to require the Customer to deliver up the Goods to Eagle
automotive Ltd and if the Customer fails to do so forthwith, to enter upon any premises of the
Customer or any third party where the Goods are stored and repossess the Goods.
(d) The Customer shall not be entitled to sell, pledge or in any way charge by way of security
for any indebtedness any Goods which remain the property of Eagle Automotive Ltd, but if
the Customer does so all monies owing by the Customer to Eagle Automotive Ltd shall
(without prejudice to any other right or remedy of Eagle Automotive Ltd) forthwith, become
due and payable.
20. NEW GOODS
Where the Goods to be supplied by Eagle Automotive Ltd are new, then this contract and the
provisions for delivery of the Goods shall be subject to any terms and conditions which the
manufacturer/concessionaire may lawfully have imposed on the supply of the Goods or the resale of
the Goods by Eagle Automotive Ltd. Eagle Automotive Ltd shall not be liable for any failure or delay
in delivering the Goods caused by or resulting from Eagle Automotive Ltd’s compliance with the
manufacturers/concessionaires terms and conditions. A copy of the current terms and conditions of
the manufacturer/concessionaire is available for inspection at Eagle Automotive Ltd’s premises.
21. CANCELLATION
Except as provided by law, or under clauses 2(c), 7(a)(iii) or 23 of these terms and conditions, no
order which has been accepted by Eagle Automotive Ltd may be cancelled by the Customer except
with the agreement in writing of Eagle Automotive Ltd and on terms that the Customer’s deposit
shall be forfeit and further that the Customer shall indemnify Eagle Automotive Ltd in full against all
loss (including loss of profit), costs (including the cost of all labour and materials used), damages,
charges and expenses incurred by Eagle Automotive Ltd as a result of cancellation.
22. DISTANCE SELLING
(a) In accordance with the Consumer Protection Distance Selling Regulations 2000, if the
Customer as a private consumer has entered into this contract prior to a face-to-face meeting
with Eagle Automotive Ltd , the Customer may cancel the contract on written notice within 5
working days of collection.
(b) On cancellation the Goods shall be immediately returned to Eagle Automotive Ltd at the
Customer’s cost.
(c) If the Customer fails to deliver the Goods to Eagle Automotive Ltd, Eagle Automotive Ltd may
make a charge for its direct costs of recovering the Goods from the Customer, Eagle Automotive
Ltd may deduct this charge from any sum that Eagle Automotive Ltd must pay or repay to the
Customer
(d) On cancellation any related credit agreement will be cancelled.
(e) On cancellation the Customer must, until the Goods are restored to Eagle Automotive Ltd , take
reasonable care of the Goods and keep the Goods in the Customer’s possession.
(f) If the cancelled contract involved a part-exchange Eagle Automotive Ltd will return the
part-exchange or pay the agreed part-exchange value to the Customer at Eagle Automotive Ltd
discretion.
(g) If the Customer has altered, modified, personalised, or done anything to the Goods inconsistent
with Eagle Automotive Ltd’s ownership of the Goods, then if the Customer cancels the contract
for the Goods he shall indemnify Eagle Automotive Ltd for any loss Eagle Automotive Ltd
suffers as a result of such alteration, modification or thing done to the Goods which is
inconsistent with Eagle Automotive Ltd’s ownership;
(h) If the Goods are made to the Customer’s specifications or clearly personalised then the
Customer does not have the right to cancel the contract.
23. DEFECTIVE GOODS
Without prejudice to clause 8 above any claim by the Customer which is based on any defect in
the quality or condition of the Goods on delivery or their failure to correspond with specification
shall (whether or not delivery is refused by the Customer) be notified to Eagle Automotive Ltd
within 7 days from the date of collection of the Goods or the date of refusal of delivery as the
case may be or (where the defect or failure is not apparent upon reasonable inspection) within
a reasonable time after the discovery of the defect or failure. If delivery is not refused, and the
Customer does not notify Eagle Automotive Ltd as above the Customer shall be deemed to have
accepted the Goods.
24. LIABILITY
Except in respect of death or personal injury caused by Eagle Automotive Ltd’s negligence, or any
loss caused by the fraud of Eagle Automotive Ltd, Eagle Automotive Ltd shall not be liable to the
Customer by reason of any representation, or any implied warranty, condition or other terms, or any
duty at common law, or under the express terms of this contract, for any:
(a) loss or damage incurred by the Customer as a result of third party claims;
(b) loss of actual or anticipated profits;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill;
(f) injury to reputation;
(g) any indirect, special or consequential loss or damage howsoever caused even if Eagle
Automotive Ltd was advised of the possibility of them in advance; or
(h) any direct or indirect loss or disappointment caused by the cancellation of the contract.
which arise out of or in connection with the supply of the Goods or their resale by the
Customer, except as expressly provided in these terms and conditions. Nothing in this clause
shall operate to restrict or exclude Eagle Automotive Ltd’s liability or limit the Customer’s rights
in any way that cannot be restricted, excluded or limited by law.
25. FORCE MAJEURE
Eagle Automotive Ltd shall not be liable to the Customer or be deemed to be in breach of the
contract for reason of any delay in performing or any failure to perform, any of Eagle Automotive
Ltd’s obligations in respect of the Goods, if the delay or failure was due to any cause beyond Eagle
Automotive Ltd’s reasonable control including (without limitation) any failure to deliver the Goods
occasioned by strikes, inclement weather, civil unrest, an inability to obtain the Goods from the
importer or from the manufacturer. However nothing in this clause shall prevent the Customer from
being liable for a failure to raise the Total Retail Price.
26. TERMINATION/SUSPENSION
(a) This clause applies if:
(i) the Customer (being a company) makes any voluntary arrangement with its creditors or
becomes subject to an administration order or has an administrative receiver appointed
or goes into insolvent liquidation or (being a partnership) becomes wound-up or a
receiver is appointed or enters into an individual voluntary arrangement; or
(ii) the Customer (being an individual) enters into an arrangement, compromise or
composition in satisfaction of debts with his creditors or a bankruptcy;
(iii) an encumbrancer takes possession of any of the property or assets of the Customer;
(iv) Eagle Automotive Ltd reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Customer accordingly;
(v) Eagle Automotive Ltd has reasonable cause to believe that the Customer will be unable
to meets its financial obligations in respect of this agreement.
(vi) Eagle Automotive Ltd becomes aware that the Customer is in breach of clause 12;
(vii) the Customer is in material breach of any obligations under the contract.
(b) If this clause applies, without prejudice to any other right or remedy available to Eagle
Automotive Ltd, Eagle Automotive Ltd shall be entitled to cancel this contract or suspend
delivery under this contract and forfeit any deposit paid by the Customer without any liability
to the Customer, and if the Goods shall have been delivered but not paid for the price shall
become immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary.
27. AUTHORITY
The Customer shall be deemed to be personally liable for the contract even though he shall hold
himself out as acting as agent for a principal and despite him having purported to sign the order
form overleaf in a representative capacity so that their liability shall be joint and several. The
Customer warrants that he has the authority to bind the principal to the contract as agent on
its behalf.
28. DATA
Eagle Automotive Ltd shall keep and use any data relating to the Customer in accordance with the
provisions of all relevant data protection legislation and the Customer consents to such data being
kept and used for appropriate purposes, including informing the Customer of any offers or other
matters of interest from time to time.
Terms & Conditions for the Supply and Purchase of Vehicles