Terms and Conditions

Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern VFS (Southampton) Ltd’s relationship with you in relation to this website.

The term “VFS (Southampton) Ltd” or “us” or “we” refers to the owner of the website whose registered office is Unit 8, Barton Park Industrial Estate, Chickenhall Lane, Eastleigh, Hampshire, SO50 6RR. The term “you” refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

• The content of the pages of this website is for your general information and use only. It is subject to change without notice.
• Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
• Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
• This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
• All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
• Unauthorised use of this website may give to a claim for damages and/or be a criminal offence.
• From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
• You may not create a link to this website from another website or document without VFS (Southampton) Ltd’s prior written consent.

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

The Customer’s attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1 INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.
1.1 Aftersales Goods: goods sold via the Supplier’s website at www.vfs-parts.co.uk.
1.2 Bodywork Goods: goods supplied for the fitment to and completion of a chassis cab which the Supplier fits as part of the
Services.
1.3 Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.4 Business Hours: the period from 9.00 am to 5.00 pm on any Business Day, subject to clause 17.2.
1.5 Commencement Date: has the meaning given in clause 2.1.
1.6 Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.
1.7 Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with
these Conditions.
1.8 Customer: the person or firm who purchases the Goods or Services or Goods and Services from the Supplier.
1.9 Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
1.10 Delivery Location: has the meaning given in clause 4.2.
1.11 Force Majeure Event: has the meaning given to it in clause 16.
1.12 Goods: the goods (or any part of them) as described on the Supplier’s website or in the quotation and set out in the Order
(as applicable). The Goods may refer to Aftersales Goods or Bodywork Goods.
1.13 Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by
the Customer and the Supplier.
1.14 Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral
rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the
right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use,
and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual
property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of
protection which subsist or will subsist now or in the future in any part of the world.
1.15 Order: the Customer’s order for the supply of Goods or Services or Goods and Services, comprising (as applicable):
a) the customer’s purchase via the Supplier’s web shop at www.vfs-parts.co.uk; or
b) the customer’s written acceptance of the Supplier’s quotation.
1.16 Order Acknowledgement Email: the email sent by the Supplier confirming acceptance of the Customer’s Order.
1.17 Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service
Specification.
1.18 Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.
1.19 Supplier: VFS (Southampton) Limited registered in England and Wales with company number 03059947 and whose
registered office is at Unit 8 Chickenhall Lane, Eastleigh, England, SO50 6RR.
1.20 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1.21 Warranty Period: excluding manufacturers’ warranties, the duration of the warranties set out in clause 5.1.
1.22 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.
1.23 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.
1.24 A reference to writing or written includes email.
1.25 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.26 A reference to the contract or to any other contract or document is a reference to the contract or such other contract or
document, in each case as varied from time to time.
2 Basis of contract
2.1 The Order shall only be deemed to be accepted when the Supplier issues the Order Acknowledgement Email, at which point
and on which date the Contract shall come into existence (Commencement Date).
2.2 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or
illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for
the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the
Contract nor have any contractual force.
2.3 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.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any
documents of the Customer that is inconsistent with these Conditions.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for the period stated therein or, if no date
is stated, a period of 30 days from its date of issue
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other
is specified.
3 Goods
3.1 The Goods are described (as applicable):
(a) on the Supplier’s website;
(b) in the Goods Specification; and/or
(c) if installed as part of the Services, in the Supplier’s Service Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer,
the 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 costs (calculated on a full
indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out
of or 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 the Supplier’s use of the Goods Specification. This clause 3.2 shall survive
termination of the Contract.
3.3 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory
requirement, and the Supplier shall notify the Customer in any such event.
4 Delivery of Goods
4.1 The Supplier does not supply Goods outside the United Kingdom.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree
(Delivery Location).
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 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 delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to
provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 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 to the extent that such failure is caused by a Force
Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions
that are relevant to the supply of the Goods.
4.6 If the Customer fails to take delivery of the Goods within three Business Days of the Supplier attempting delivery and
subsequently notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force
Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day
on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and
expenses (including insurance).
4.7 If, 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery, the
Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and,
after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
4.8 With the exception of Bodywork Goods, 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.
5 Quality of Goods
5.1 The Goods are provided with the following warranties (as applicable):
(a) all Aftersales Goods shall, for 12 months from their date of delivery:
(i) conform in all material respects with their description and any applicable Goods Specification; and
(ii) be free from material defects in design, material and workmanship;
(b) all Bodywork Goods supplied by the Supplier shall, for 36 months from the date of the Supplier’s invoice (or, if earlier,
the date of manufacture):
(i) conform in all material respects with their description and any applicable Goods Specification; and
(ii) be free from material defects in design, material and workmanship; and
(c) for all other Goods supplied by the Supplier (including accessory packs), the Supplier shall use its best endeavours
to assign the benefit of the manufacturer’s warranty (if any) to the Customer. No further warranty is given in relation
to such Goods.
5.2 In relation to Goods covered by clauses 5.1(a) and 5.1(b), and subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier during the relevant Warranty Period without undue delay, and in
any event not later than 14 days, from the discovery that some or all of the Goods do not comply with the applicable
warranty in clause 5.1;
(b) the Supplier is given a reasonable opportunity of inspecting such Goods (and in the case of Bodywork Goods defects,
the Customer shall return the vehicle to the Supplier for inspection); and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s
cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the applicable warranty set out in clause 5.1 if:
(a) having had the opportunity to inspect them, the Customer already confirmed in writing that the Goods were to
specification and were free from defects;
(b) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(c) the defect arises because the Customer failed to follow the oral or written instructions supplied by the Supplier, operator
or manufacturer as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none)
good trade practice regarding the same;
(d) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(e) the Customer alters or repairs such Goods without the written consent of the Supplier;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, accident or abnormal working
conditions;
(g) the Goods differ from their description or the Good Specification (as applicable) as a result of changes made to ensure
they comply with applicable statutory or regulatory requirements; or
(h) for Goods covered by clause 5.1(c), the Supplier has been unable, despite its best endeavours, to assign the benefit
of the relevant manufacturer’s warranty to the Customer.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to
comply with the warranty set out in clause 5.1.
5.5 The Supplier may choose to use the services of an appointed approved warranty partner to inspect or replace any Goods
covered by the warranty offered by the Supplier.
5.6 Provided the Supplier complies with its obligations under clause 5.2, it shall not be liable for the supply of, or any costs related
to, the hire or sourcing of a replacement vehicle, any down time costs or other travel costs incurred whilst the vehicle is
unavailable to the Customer as a result of the Goods’ failure to comply with the applicable warranty set out in clause 5.1.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6 Return of non-faulty Goods
6.1 The Supplier does not accept the return of non-faulty 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 in respect of which payment has become due, in which case title to the Goods shall pass
at the time of payment of all such sums; 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 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 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 14.1(b) to clause 14.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
7.4 Subject to clause 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:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the
Customer occurs.
7.5 At any time before title to the Goods passes to the Customer, the Supplier may:
(a) by notice in writing, terminate the Customer’s right under clause 7.4 to resell the Goods or use them in the ordinary
course of its business; and
(b) 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 Supply of Services
8.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
8.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in Service
Specification, or otherwise agreed between the parties, but any such dates shall be estimates only and time shall not be of
the essence for the performance of the Services.
8.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory
requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify
the Customer in any such event.
8.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
9 Customer’s obligations
9.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods
Specification (as applicable) are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the supply of the Goods and/or Services;
(c) where the Services relate to work being undertaken on a vehicle, ensure that:
(i) the vehicle is delivered to the Supplier’s nominated premises 1 week prior to the commencement of the Service.
Should the Customer deliver the vehicle any earlier than 1 week prior to the commencement of the Service, the
Supplier reserves the right to turn the Customer away; and
(ii) the vehicle is collected from the Supplier’s premises within 72 hours of the Supplier confirming that the Services
have been completed. Should the Customer fail to collect the vehicle within this time period, the Supplier reserves
the right to charge the Customer a daily storage charge, plus any other expenses, at its prevailing rate and the
Customer agrees to pay such amounts in full on demand;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the
Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before
the date on which the Services are to start;
(f) comply with all applicable laws, including health and safety laws;
(g) comply with any additional obligations as set out in the Service Specification and/or the Goods Specification (as
applicable); and
(h) take all immediate measures which are necessary to reduce damage or danger where defects in Goods or Services
may cause damage or danger to property or life.
9.2 The Customer warrants and represents that it is acting in the course of its business and is not a consumer.
9.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by
the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend
performance of the Services, and the supply of any associated Goods, until the Customer remedies the Customer
Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to
the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly
from the Customer’s Default; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the
Supplier arising directly or indirectly from the Customer Default.
10 Charges and payment
10.1 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 the order; and
(b) shall be exclusive of all costs and charges of insurance, sales taxes, transport and delivery of the Goods, packaging
and any alteration to the order required by the Customer, which shall be invoiced to the Customer.
10.2 The charges for Services shall be the price set out in the Order.
10.3 The Supplier reserves the right to:
(a) increase the price of the Goods, to the extent not already paid for in full, by giving notice to the Customer at any time
before delivery, to reflect any increase in the cost of supplying the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including without limitation foreign exchange fluctuations, increases
in taxes and duties, and increases in labour, materials, carriage, overheads and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods
Specification; or
(iii) 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; and
(b) raise an interim invoice for the value of Goods the Supplier has procured to satisfy the Customer’s Order if the Customer
fails to deliver the chassis within the time agreed in the Order Acknowledgement Email.
10.4 In respect of Goods bought:
(a) via the Supplier’s website, payment will be taken at the point of order; and
(b) not via the Supplier’s website, the Supplier shall invoice the Customer at any time after the Order has been made. In
respect of Services, the Supplier shall invoice the Customer on completion of the Services (unless a contrary invoicing
arrangement is set out in the Order).
10.5 The Customer shall pay each invoice submitted by the Supplier:
(a) no later than the end of the month following the month of invoice or in accordance with any terms agreed by the Supplier
and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier,
and time for payment shall be of the essence of the Contract.
10.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable
from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the
Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts
in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the
supply of the Services or Goods.
10.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the
Supplier’s remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of
the overdue sum, whether before or after judgment. Interest under this clause 10.7 will accrue each day at 4% a year above
the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.8 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).
11 Intellectual property rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights
in any materials provided by the Customer) shall be owned by the Supplier or its licensors.
11.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any
materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services
to the Customer.
12 Confidentiality
12.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or
expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers,
clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except
as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts 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 or advisers to whom it discloses the other party’s
confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 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.
13 Limitation of liability
13.1 References to liability in this clause 13 include every kind of 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; and
(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).
13.3 Subject to clause 13.1 and clause 13.2:
(a) the Supplier shall not be liable under any circumstances to reimburse the Customer for stocking charges incurred due
to the length of time a vehicle is with the Supplier awaiting completion of the Services; and
(b) the Supplier’s total liability to the Customer in respect of all breaches of duty occurring in relation to the Contract shall
not exceed 100% of the charges paid and payable to the Supplier under the Contract.
13.4 The following types of loss are wholly excluded under the Contract:
(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 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and
clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3,
4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.6 This clause 13 shall survive termination of the Contract.
14 Termination
14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by
giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy
that breach within a period of 28 days after being notified in writing to do so;
(b) the other party 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, unless for the purpose of a solvent restructuring), 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 other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part
of its business; or
(d) the other party’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 affecting any other right or remedy available to it, the Supplier may terminate the Contract (and any other contract(s)
between the Customer and the Supplier) 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 date for payment and such amounts remain outstanding not less than
14 days after being notified in writing to make payment.
14.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further
deliveries of Goods under the Contract (and any other contract(s) between the Customer and the Supplier) if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d) or the Supplier reasonably
believes that the Customer is about to become subject to any of them.
15 Consequences of termination
15.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and,
in respect of Services and Goods 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; and
(b) the Supplier may enter the Customer’s premises and take possession of any Goods for which payment is due and
outstanding. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not
use them for any purpose not connected with this Contract.
15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have
accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract
which existed at or before the date of termination or expiry.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue
in full force and effect.
16 Force majeure
Neither party shall 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).
The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance
continues for 3 months, the party not affected may terminate the Contract by giving 28 days’ written notice to the affected party.
17 General
17.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other
manner with any or all of its rights and obligations under the Contract.
(b) 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 without the prior written consent of the Supplier.
17.2 Notices.
(a) Business Hours for the purpose of this clause shall be the Supplier’s hours of business as follows:
(i) 7.30 am – 4.30 pm Monday to Thursday; and
(ii) 7.30 am – 12.00 pm Friday.
(b) 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 (in any other case); or
(ii) sent by email to (as applicable):
(A) the Supplier at aftersales@nullvfs.co.uk for notices regarding Aftersales Goods, or sales@nullvfs.co.uk for notices
regarding Bodywork Goods and all other Goods; or
(B) the Customer at the email address submitted at time of purchase or from which the Supplier received the
Order.
(c) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(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
(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.
(d) 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.
17.3 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 17.3 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.
17.4 Waiver.
(a) Except as set out in clause 2.4, 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.
(b) 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.
17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint
venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any
commitments for or on behalf of the other party.
17.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) 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 based on any statement in the
Contract.
17.7 Third party rights. 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.
17.8 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).
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. Each party irrevocably agrees that 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 the Contract or its
subject matter or formation.