Terms and Conditions

WAYLANDS AUTOMOTIVE LIMITED AND SUBSIDIARIES

Terms and Conditions of Sale (Vehicles)

These are the terms on which Waylands Automotive Limited sells vehicles. They are written to be read, not merely to be filed: where the law treats consumers and businesses differently, the terms say so in plain words.

The terms cover how a contract is formed, the quality you can expect, payment and ownership, delivery, part-exchange, finance, cancellation, and the limits on our liability. Defined terms are explained in clause 1 and begin with a capital letter throughout.

These terms apply whether you buy as a consumer or as a business, and they say so wherever the position differs. Nothing in them removes or reduces the rights you have as a consumer; if anything here ever conflicts with those rights, your statutory rights prevail.

1. Definitions and interpretation

1.1 In these Conditions the following words have the following meanings:

Term Meaning

“Business Buyer” means a Buyer who is not a Consumer

“Buyer”, “you” and “your” mean the person who buys, or offers to buy, the Vehicle from the Seller

“Conditions” means these terms and conditions, as amended from time to time in accordance with clause 17

“Consumer” means an individual who buys the Vehicle wholly or mainly outside their trade, business, craft, or profession

“Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Vehicle, comprised of the Order, these Conditions, and the acceptance of the Seller

“CRA” means the Consumer Rights Act 2015

“CCRs” means the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

“Deposit” means any sum the Buyer pays towards the Price before delivery

“Handover Document” means the delivery, handover, or inspection record described in clause 5, in whatever form the Seller uses from time to time

“Manufacturer” means the manufacturer of the Vehicle, or its authorised concessionaire or importer

“New Vehicle” means a Vehicle that has not previously been registered or used, other than for delivery or demonstration

“Order” means the Buyer’s order for the Vehicle, as set out in the order form the Buyer signs or otherwise authorises

“Part-Exchange Vehicle” means a vehicle the Buyer offers to the Seller in part payment for the Vehicle

“Price” means the total price for the Vehicle, including any car tax and VAT the Seller is required to account for, as set out in the Order or as varied under these Conditions

“Privacy Policy” means the Seller’s privacy policy, available at www.waylands.co.uk/site/privacy-and-legal/

“Seller”, “we”, “us” and “our” mean Waylands Automotive Limited, registered in England and Wales with company number 10253292, whose registered office is Imperial Way, Reading, RG2 0BF and any subsidiaries as Cambridge Garages (Portsmouth) Limited registered in England and Wales with company number 00783376, whose registered office is Imperial Way, Reading, RG2 0BF

“Territory” means the United Kingdom and the European Economic Area

“Used Vehicle” means a Vehicle that is not a New Vehicle

“Vehicle” means the vehicle the Seller agrees to sell to the Buyer under the Order

“writing” includes email

1.2 Clause headings are for convenience and do not affect interpretation. A reference to a statute or statutory provision is a reference to it as amended or re-enacted, and includes any subordinate legislation made under it.

1.3 Where these Conditions state a position “for Consumers”, it applies only where the Buyer is a Consumer; where they state a position “for Business Buyers”, it applies only where the Buyer is a Business Buyer.

1.4 Nothing in these Conditions removes or reduces any right the Buyer has as a Consumer. If any provision conflicts with those rights, the Buyer’s statutory rights prevail.

2. How a contract is formed

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

2.2 The Order, together with any Deposit, is an offer by the Buyer to purchase the Vehicle on these Conditions. By itself it creates no contract.

2.3 No contract comes into existence unless and until an authorised representative of the Seller confirms acceptance of the Order in writing. At that point, and not before, the Contract is formed.

2.4 If the Seller does not accept the Order, it will refund any Deposit in full. A Deposit does not bear interest.

2.5 The Buyer is responsible for checking, before authorising the Order, that it accurately records what has been agreed — in particular the make, model, specification, Price, and any Part-Exchange Vehicle.

2.6 The Contract is the entire agreement between the parties on its subject matter. For Business Buyers, the Business Buyer acknowledges that it has not relied on any statement, representation, or assurance that is not set out in the Contract, and waives any claim (other than for fraud) based on any such statement, to the extent the law allows. Nothing in these Conditions limits or excludes:

(a) liability for fraud or fraudulent misrepresentation; or

(b) a Consumer’s rights or remedies in respect of any statement or misrepresentation on which the Consumer relied.

3. New Vehicles

3.1 This clause applies where the Vehicle is a New Vehicle.

3.2 The Buyer may, at the Buyer’s own expense, make reasonable tests and inspections before delivery.

3.3 A New Vehicle may be delivered with minor variations from any sample, brochure, or specification the Buyer has seen, including variations the Manufacturer makes to comply with legal or regulatory requirements. The Seller will tell the Buyer about any change that materially affects the Vehicle.

3.4 A New Vehicle has the benefit of the Manufacturer’s standard warranty current at the date of delivery. Details are available from the Seller on request.

3.5 The VAT shown in the Order is an estimate. The Buyer will pay the VAT the Seller is actually required to account for when the taxable supply takes place.

3.6 If, after the date of the Order but before supply, the Manufacturer increases its recommended or cost price for the New Vehicle, the Seller may give the Buyer written notice of a corresponding change to the Price. The Buyer may cancel the Order within 14 days of that notice and receive a full refund of any Deposit. If the Buyer does not cancel within that period, the varied Price applies.

3.7 If the Manufacturer ceases to make the New Vehicle before supply, the Seller may cancel the Order by written notice and will refund any Deposit in full.

4. Used Vehicles

4.1 This clause applies where the Vehicle is a Used Vehicle.

4.2 The Buyer may, at the Buyer’s own expense, make reasonable tests and inspections before delivery.

4.3 The Buyer confirms that, before placing the Order, the Buyer had the opportunity to examine the Used Vehicle and to consider its condition. The effect of any examination on the Vehicle’s quality is dealt with in clause 5.

4.4 Where the Buyer is a Consumer, the Used Vehicle is supplied as roadworthy at the date of collection or delivery, unless the Seller has told the Buyer in writing, before the Buyer commits to the Order, that it is not roadworthy and why.

4.5 The Seller will use reasonable endeavours to pass on to the Buyer the benefit of any Manufacturer’s warranty for accessories fitted as new to the Used Vehicle.

5. Quality of the Vehicle, and the Handover Document

5.1 For Consumers, the vehicle will be of satisfactory quality (considering age, mileage, price and condition), fit for purpose (including any purpose the buyer makes known) and as described (not misrepresented). Satisfactory quality does not apply to defects that:

(a) that the Seller specifically pointed out to the Buyer’s attention before the Contract was made; or

(b) where the Buyer examined the Vehicle before the Contract was made, and that that examination would to have revealed obvious defect.

5.2 Clause 5.1 reflects the definition of satisfactory quality in section 9 of the CRA. It does not reduce the Buyer’s statutory rights.

5.3 For Business Buyers, and to the fullest extent the law allows, all terms implied by the Sale of Goods Act 1979 or otherwise by statute or common law as to the quality of the Vehicle or its fitness for any purpose are excluded. To the extent any such term nonetheless applies, it does not extend to any defect:

(a) that the Seller drew to the Business Buyer’s attention before the Contract was made;

(b) that an examination the Business Buyer made before the Contract ought to have revealed; or

5.4 On delivery or collection, the Seller may ask the Buyer to sign a Handover Document recording (a) any defects the Seller drew to the Buyer’s attention before the Contract, and (b) the condition of the Vehicle at handover.

5.5 The Handover Document is:

(a) for Business Buyers, conclusive evidence of the matters it records; and

(b) for Consumers, evidence of those matters, which the Buyer may displace by showing that the document does not accurately record the position.

5.6 Nothing in this clause 5 affects a Consumer’s statutory rights, including the short-term right to reject under the CRA.

5.7 In the event that a Consumer believes the Vehicle has a fault after purchase, the Consumer should notify the Seller as soon as reasonably possible after becoming aware of it. The notification should be made in writing where possible, including the Buyer’s name, contact details, Vehicle registration number, mileage, a clear description of the fault, when it first occurred, any warning lights or symptoms, and any photographs, videos or diagnostic information available. The Consumer should allow the Seller a reasonable opportunity to inspect the Vehicle and, where appropriate, to diagnose the issue before any third-party repair is carried out, except where urgent action is reasonably necessary to prevent further damage or for safety reasons. Nothing in this clause requires the Consumer to use any particular form of words, prevents the Consumer from exercising statutory rights, or reduces any right or remedy available under the CRA.

6. Price, payment, ownership, and risk

6.1 The Price is as stated in the Order. Unless the Order says otherwise, the Price includes VAT at the rate applying on the date of supply.

6.2 Unless otherwise agreed in writing, the Buyer will pay any Deposit on acceptance of the Order, and the balance of the Price in cleared funds on or before delivery. The Seller need not deliver the Vehicle until the Price has been paid in full in cleared funds.

6.3 Time of payment is of the essence.

6.4 The Seller may decline payment in cash, and may require evidence of the Buyer’s identity and source of funds in order to comply with anti-money-laundering law.

6.5 Risk in the Vehicle passes to the Buyer on delivery or collection.

6.6 Ownership of the Vehicle does not pass to the Buyer until the Seller has received the Price in full in cleared funds and, where there is a Part-Exchange Vehicle, has taken delivery of it. Until ownership passes, the Buyer will keep the Vehicle insured and identified as the Seller’s property, and will not sell it or use it as security. If the Buyer fails to pay any sum when due, the Seller may require the return of the Vehicle and, on reasonable notice, recover it.

6.7 For Business Buyers, the Buyer will pay all sums in full without set-off, deduction, or counterclaim, except as required by law. This restriction does not apply to a Consumer.

6.8 If the Buyer fails to pay any sum when due, the Seller may charge interest at 4% a year above the Bank of England base rate from time to time, accruing daily from the due date until payment. For Business Buyers, this is without prejudice to the Seller’s rights under the Late Payment of Commercial Debts (Interest) Act 1998.

7. Part-exchange

7.1 Any allowance for a Part-Exchange Vehicle is subject to the Seller’s acceptance in writing and forms part of the Order.

7.2 The Buyer warrants that the Part-Exchange Vehicle is the Buyer’s property, free from finance or other charges, or, if it is subject to finance, that the finance can be settled in cash and that the allowance will be reduced by the amount needed to settle it.

7.3 The Buyer will deliver the Part-Exchange Vehicle, with its V5C registration document, all keys, and (where available) service history and MOT certificate, on or before delivery of the Vehicle. Title to the Part-Exchange Vehicle passes to the Seller on delivery, or, if it is subject to finance, once the finance has been settled and cleared.

7.4 If the Part-Exchange Vehicle’s condition changes between inspection and delivery to the Seller — for example, it covers more than 250 additional miles, or is damaged beyond fair wear and tear — the Seller may adjust the allowance to reflect the change.

7.5 If the Order is cancelled by either party in accordance with these Conditions, the Seller is not obliged to buy the Part-Exchange Vehicle.

8. Delivery and collection

8.1 Any delivery date the Seller gives is an estimate. For Business Buyers, time of delivery is not of the essence, and the Seller is not liable for any loss caused by a delay outside its reasonable control.

8.2 For Consumers, the Seller will deliver the Vehicle without undue delay, and in any event within 30 days of the Contract, unless the parties agree a different period. If the Seller fails to deliver in time, the Buyer’s remedy is to end the Contract and to receive a full refund of all sums paid, made without undue delay. Where the Buyer told the Seller before the Contract that delivery by a particular date was essential, or delivery by that date was essential in the circumstances, the Buyer may end the Contract as soon as the date passes. In any other case, the Buyer may first allow the Seller a further period that is reasonable in the circumstances, and may then end the Contract and obtain the refund if delivery is still not made.

8.3 Delivery takes place at the Seller’s premises, from where the Buyer collects the Vehicle, unless the parties agree delivery to another place (which may carry a delivery charge agreed in advance).

8.4 The Buyer must provide photographic identification, and (where the Buyer is to drive the Vehicle away) evidence of valid motor insurance, before the Seller releases the Vehicle.

8.5 If the Seller cannot deliver within a reasonable time for reasons outside its control, it will tell the Buyer as soon as possible. For Consumers, if there is a substantial delay of one month or more, the Buyer may cancel the Contract by written notice and receive a full refund of sums paid for the undelivered Vehicle.

8.6 If the Buyer fails to collect or accept delivery, and to pay, within 10 days of being told the Vehicle is ready, the Seller may either store the Vehicle at the Buyer’s reasonable cost, or treat the Buyer as having wrongfully refused to complete, in which case clause 12 applies.

9. Finance and insurance

9.1 The Buyer may choose to fund the purchase through finance arranged by the Seller. All finance is subject to status and is not guaranteed.

9.2 When arranging finance or regulated insurance, the Seller acts as a credit broker and not as a lender, and as an ancillary insurance intermediary and not as an insurer. The Seller is appointed representative of ITC Compliance Limited which is authorised and regulated by the Financial Conduct Authority (their registration number is 313486). Permitted activities include advising on and arranging general insurance contracts and acting as a credit broker not a lender.

9.3 If a finance company buys the Vehicle from the Seller in order to fund the Buyer’s acquisition, references in these Conditions to delivery to the Buyer are construed accordingly, and the finance company must agree to be bound by these Conditions so far as relevant.

10. Manufacturer export restriction

10.1 This clause applies where the Vehicle is a New Vehicle, or a Used Vehicle less than six months old that has covered fewer than 3,000 kilometres (1,864 miles). It reflects obligations the Seller owes to the Manufacturer under its dealer agreement.

10.2 For the period required by the Seller’s agreement with the Manufacturer, the Buyer will not sell, offer or agree to sell, deliver, or export the Vehicle to any person outside the Territory.

10.3 The Buyer will indemnify the Seller against any liability the Seller incurs to the Manufacturer as a result of a breach of clause 10.2, and will repay any discount the Seller gave against the list price of the Vehicle.

10.4 For Consumers, this clause is included only to the extent it is fair and binding under the CRA; nothing in it reduces a Consumer’s statutory rights.

11. Your right to cancel: distance and off-premises sales

11.1 This clause applies only to Consumers, and only where the Contract is a distance contract (made without any face-to-face contact) or an off-premises contract (made away from the Seller’s business premises) within the meaning of the CCRs.

11.2 The Buyer may cancel within 14 days, beginning the day after the Buyer (or a person the Buyer nominates) takes physical possession of the Vehicle, without giving a reason.

11.3 To cancel, the Buyer must tell the Seller by a clear statement before the cancellation period ends, by post to Waylands Reading, Imperial Way, Reading, RG2 0BF or by email to your sales representative dealing with your enquiry. The Buyer may use the model cancellation form at the end of these Conditions, but need not.

11.4 The Buyer must return the Vehicle without undue delay, and in any event within 14 days of telling the Seller of the cancellation, by arrangement with the Seller. The Buyer bears the direct cost of return unless the Seller agrees otherwise.

11.5 The Seller will refund all payments received from the Buyer, including standard delivery charges, without undue delay and within 14 days of getting the Vehicle back (or of the Buyer’s evidence that it has been sent back, whichever is the earlier). The Seller may withhold the refund until then.

11.6 The Seller may reduce the refund to reflect any diminution in the Vehicle’s value caused by the Buyer handling it beyond what is necessary to establish its nature, characteristics, and functioning — for example, mileage of more than 100 miles since delivery, damage, modification, or missing items, keys, or documents.

11.7 If the Buyer gave a Part-Exchange Vehicle, the Seller may, at its discretion, either return it (if it is still available) or pay the Buyer its agreed part-exchange value.

11.8 If the Buyer arranged finance, the Buyer must tell the finance company of the cancellation in writing without delay. Any connected credit agreement is treated in accordance with the CCRs and applicable consumer-credit law.

12. Cancellation in other cases, and buyer default

12.1 Where clause 11 does not apply, the Buyer has no automatic right to cancel once the Contract is formed.

12.2 If the Buyer cancels, or fails to complete, otherwise than under clause 11 or where the Seller is in breach, the Seller may retain the Deposit on account of, and recover, its reasonable losses, costs, and expenses caused by the cancellation, giving credit for the proceeds of any resale. The Seller will not recover more than its actual loss.

12.3 Where the Buyer is treated as having wrongfully refused to complete under clause 8.6, the Seller may in addition charge its reasonable storage and associated costs.

13. Events outside our control, and mistakes

13.1 The Seller is not liable for any delay in performing, or failure to perform, the Contract caused by an event outside its reasonable control. If such an event prevents performance for a substantial period, the Seller will tell the Buyer; for Consumers, the Buyer may then cancel and receive a full refund of sums paid for the undelivered Vehicle.

13.2 If the Order contains an obvious error — for example, a price that is clearly wrong — the Seller may correct the error, or cancel the Contract and refund any sums paid. The Seller will not rely on this clause where doing so would be unfair to a Consumer.

14. If a Business Buyer becomes insolvent

14.1 For Business Buyers, the Seller may suspend further performance or cancel the Contract, and all sums the Buyer owes become immediately due, if the Buyer:

(a) suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;

(b) enters, or takes steps to enter, any administration, liquidation, receivership, voluntary arrangement, bankruptcy, or analogous process; or

15. Our liability to you

15.1 Nothing in these Conditions limits or excludes the Seller’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the term as to title (section 12 of the Sale of Goods Act 1979 for Business Buyers, and section 17 of the CRA for Consumers);

(d) defective products under the Consumer Protection Act 1987; or

(e) any other matter that cannot lawfully be limited or excluded, including a Consumer’s statutory rights under the CRA.

15.2 Subject to clause 15.1, and in particular as against a Business Buyer, the Seller is not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a) loss of profit;

(b) loss of business, revenue, or income;

(d) loss of goodwill or reputation;

(e) loss or corruption of data;

(f) wasted expenditure or wasted management time; or

(g) indirect or consequential loss.

15.3 Subject to clause 15.1, the Seller’s total liability to the Buyer arising under or in connection with the Contract, whether in contract, tort, breach of statutory duty, or otherwise, will not in any circumstances exceed the Price.

15.4 For Consumers, the Seller is responsible for loss or damage the Buyer suffers that is a foreseeable result of the Seller breaking the Contract or failing to use reasonable care and skill. The Seller is not responsible for loss or damage that is not foreseeable, and the exclusions in clause 15.2 and the cap in clause 15.3 apply to any loss a Consumer suffers in connection with a trade, business, craft, or profession.

15.5 This clause 15 survives termination of the Contract.

16. Data protection

16.1 The Seller processes personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018, and the Privacy Policy. The Privacy Policy explains what data the Seller collects, why it collects it, how long it keeps it, and the rights the Buyer has, and is available at www.waylands.co.uk/site/privacy-and-legal/

16.2 The Seller uses the Buyer’s personal data to perform the Contract, to comply with its legal obligations, and — where the Buyer agrees, or the Seller is otherwise permitted by law — to keep the Buyer informed about its products and services. The Buyer may withdraw any marketing consent at any time by contacting the Seller.

17. General

17.1 Assignment. The Buyer may not assign, transfer, or deal in any other way with its rights or obligations under the Contract without the Seller’s written consent. The Seller may assign or transfer the Contract to a member of its group, provided this does not reduce a Consumer’s rights.

17.2 Notices. Any notice under the Contract must be in writing, sent to the registered office or principal place of business, or to the email address stated in the Order. A notice sent by first-class post is treated as received two business days after posting; a notice sent by email is treated as received on the day of transmission, provided the sender receives no failure notification within two hours.

17.3 Severance. If any provision of the Contract is found to be invalid or unenforceable, it is to be severed, or applied with the minimum modification necessary, and the remaining provisions continue in force.

17.4 Waiver. No failure or delay in exercising a right under the Contract is a waiver of it, and no single or partial exercise prevents any further exercise.

17.5 Variation. Any variation of the Contract must be agreed in writing and signed by an authorised representative of the Seller.

17.6 Third-party rights. A person who is not a party to the Contract has no rights to enforce it under the Contracts (Rights of Third Parties) Act 1999.

17.7 Complaints and alternative dispute resolution. If the Buyer has a complaint, it should contact the Seller in the first instance at www.waylands.co.uk/site/complaints-policy/

17.8 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the law of England and Wales. The courts of England and Wales have jurisdiction, except that nothing in this clause affects a Consumer’s right to bring proceedings in the courts for the place where the Consumer lives.

Model cancellation form (distance and off-premises sales only)

Complete and return this form only if you want to cancel a distance or off-premises contract under clause 11. Your purchase is a distance sale only if there was no face-to-face contact between you and us up to the time the contract was concluded.

To: Waylands Automotive Limited, Imperial Way, Reading, RG2 0BF

I/We hereby give notice that I/We cancel my/our contract for the sale of the following vehicle:

Vehicle make and model

Vehicle registration number

Order number

Ordered on (date)

Delivery or collection date

Name of consumer(s)

Address of consumer(s)

Email address

Signature (only if returned on paper)

Date

Terms and Conditions for Servicing, Repairs, and the Supply of Parts

These are the terms on which Waylands Automotive Limited services and repairs vehicles, and supplies parts. They are written to be read: where the law treats consumers and businesses differently, the terms say so in plain words.

The terms cover how a contract is formed, estimates and authorisation, payment, the quality of our work, your vehicle while it is with us, the limits on our liability, and what happens if a vehicle is not collected. Defined terms are explained in clause 1 and begin with a capital letter throughout.

These terms apply whether you buy as a consumer or as a business, and they say so wherever the position differs. Nothing in them removes or reduces the rights you have as a consumer. If anything here ever conflicts with those rights, your statutory rights prevail.

1. Definitions and interpretation

1.1 In these Conditions the following words have the following meanings:

Term Meaning

Business Customer means a Customer who is not a Consumer

Conditions means these terms and conditions, as amended from time to time in accordance with clause 12

Consumer means an individual who contracts wholly or mainly outside their trade, business, craft, or profession

Contract means the contract between the Seller and the Customer for the Services and any Goods, comprising the Order and these Conditions

CRA means the Consumer Rights Act 2015

Customer, you and your mean the person who asks the Seller to carry out the Services or supply the Goods, and include any person reasonably believed by the Seller to be that person’s agent

Estimate means a considered approximation of the likely cost of the Services or Goods

Goods means any parts, components, materials, or other items the Seller supplies to the Customer

Manufacturer means the manufacturer of the Vehicle, or its authorised concessionaire or importer

Order means the Customer’s request for the Services or Goods, as authorised by the Customer

Price means the total price for the Services and Goods, including VAT where applicable, as set out in the Order, an Estimate, or a Quotation, or as varied under these Conditions

Privacy Policy means the Seller’s privacy policy, available at www.waylands.co.uk/site/privacy-and-legal/

Quotation means a fixed price for defined Services or Goods, stated by the Seller to be a quotation

Seller, we, us and our mean Waylands Automotive Limited, registered in England and Wales with company number 10253292, whose registered office is Imperial Way, Reading, RG2 0BF and any subsidiaries as Cambridge Garages (Portsmouth) Limited registered in England and Wales with company number 00783376, whose registered office is Imperial Way, Reading, RG2 0BF

Services means the servicing, repair, maintenance, diagnostic, or other work the Seller agrees to carry out

Vehicle means the vehicle on which the Services are to be carried out, or to which the Goods relate

writing includes email

1.3 Where these Conditions state a position “for Consumers”, it applies only where the Customer is a Consumer; where they state a position “for Business Customers”, it applies only where the Customer is a Business Customer.

1.4 Nothing in these Conditions removes or reduces any right the Customer has as a Consumer. If any provision conflicts with those rights, the Customer’s statutory rights prevail.

2. How a contract is formed

2.1 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. They are the entire agreement between the parties on its subject matter.

2.2 The Customer’s request to the Seller to carry out the Services or supply the Goods is an offer by the Customer to contract on these Conditions. By itself it creates no contract.

2.3 A contract comes into existence on the first of the following to happen:

(a) the Seller accepting the Customer’s signed authority to proceed and taking delivery of the Vehicle at its premises;

(b) the Seller starting the Services;

(c) the Seller issuing the Customer an acknowledgement of the Order, signed and dated by an authorised representative; or

(d) in the case of Goods only, the Seller starting to fulfil the Order.

2.4 The Customer’s instruction to proceed, whether spoken or in writing and whether given before or after an Estimate, is an authorisation on which the Seller may rely. The Seller will keep a record of authorisations it receives.

2.5 The Contract is personal to the Customer. The Customer may not assign or transfer it without the Seller’s written consent.

3. Estimates, quotations, and authorisation

3.1 Unless the parties agree a Quotation in writing, the Seller works on the basis of an Estimate. An Estimate is an approximation, not a fixed price, and is valid for 14 days unless the Seller says otherwise.

3.2 An Estimate is based on the cost of labour and materials when it is prepared. The Seller may adjust its charges to reflect changes outside its reasonable control, such as a rise in the price of parts.

3.3 If the Seller finds that additional work or parts are needed during the Services, it will seek the Customer’s authorisation before going ahead. Where the additional cost is substantial, the Seller will give a supplementary Estimate.

3.4 Any date the Seller gives for completing the Services is an estimate. For Business Customers, time is not of the essence, and the Seller is not liable for a delay outside its reasonable control. The Seller will make reasonable efforts to tell the Customer of any delay.

3.5 The Seller may delegate or sub-contract any of the Services to a reputable third party or specialist of its choosing. The Seller remains responsible to the Customer for the quality of the work and for the acts and omissions of any sub-contractor.

4. Payment, deposits, and our lien

4.1 Payment of the Price is due on collection of the Vehicle, in cleared funds, unless the parties agree otherwise in writing. The Seller may require a deposit before starting the Services.

4.2 The Seller has a lien over the Vehicle, and over any other goods of the Customer in its possession, for all sums the Customer owes it on any account. The Seller need not release the Vehicle until those sums are paid in full.

4.3 For Business Customers, the Customer will pay all sums in full without set-off, deduction, or counterclaim, except as required by law. This restriction does not apply to a Consumer.

4.4 If the Customer fails to pay any sum when due, the Seller may charge interest at 4% a year above the Bank of England base rate from time to time, accruing daily from the due date until payment. For Business Customers, this is without prejudice to the Seller’s rights under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Parts, ownership, and parts removed

5.1 Ownership of any Goods does not pass to the Customer until the Seller has received payment in full in cleared funds. Until then, the Customer must not dispose of the Goods, and the Seller may recover them.

5.2 Special-order parts that have been correctly supplied and are of satisfactory quality may not be returned for credit. Other correctly supplied Goods may be returned for credit within 7 working days of the invoice date, at the Seller’s discretion and subject to a reasonable handling charge. This clause does not affect a Consumer’s statutory rights where Goods are faulty or not as described.

5.3 On completion of the Services, the Seller will offer to the Customer any parts removed from the Vehicle. If the Customer does not want them, or does not collect them within 14 days of being offered them, the Seller may dispose of them as it sees fit.

5.4 Clause 5.3 does not apply to a part removed on an exchange or surcharge basis, or to a part the Seller must return to the Manufacturer or a supplier. Such a part remains, or becomes, the Seller’s property, and the Seller need not account to the Customer for it.

6. Quality, workmanship, and warranties

6.1 For Consumers, the Seller will carry out the Services with reasonable care and skill, and any Goods it supplies will be of satisfactory quality, fit for any purpose the Customer makes known, and as described, in accordance with the CRA.

6.2 For Business Customers, the Seller will carry out the Services with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982. To the fullest extent the law allows, all other terms implied by statute or common law as to the Services or the Goods are excluded.

6.3 The Seller warrants its workmanship to be free of defects for 12 months or 6,000 miles, whichever comes first, from the date the Services are completed. If a defect in workmanship appears within that period, the Seller will put it right at its own cost. This warranty is in addition to, and does not reduce, a Consumer’s statutory rights.

6.4 The benefit of any Manufacturer’s warranty for Goods fitted during the Services is passed to the Customer so far as the Seller is able to pass it on.

6.5 The Customer may, at the Seller’s discretion, supply parts for the Seller to fit. Where the Customer does so:

(a) the Seller gives no warranty for the part itself, or for any defect or damage arising from its use;

(b) the workmanship warranty in clause 6.3 does not apply to the fitting of that part or to related components; and

(c) the Seller is not liable for damage to a customer-supplied part during fitting (including to tyres), unless the damage is caused by the Seller’s negligence.

6.6 Where new paintwork is needed and the underlying metal is rusted, the Seller will take reasonable precautions against the rust penetrating the new paint but cannot guarantee against it. Where only partial paintwork is needed, the Seller will use reasonable endeavours to match the existing colour but cannot guarantee a perfect match.

6.7 To the extent the law allows, the warranties and obligations in this clause 6 do not apply where a defect is caused or worsened by the Customer’s failure to report it promptly, by misuse of the Vehicle (including racing or rallying), by the fitting of non-approved parts, or by a failure to follow the recommended maintenance schedule. This clause does not reduce a Consumer’s statutory rights.

7. Your vehicle: custody, testing, and risk

7.1 The Customer authorises the Seller, its employees, and its agents to drive the Vehicle on the public highway and elsewhere for testing and assessment. The Seller will maintain the insurance the law requires for that use.

7.2 While the Vehicle is with the Seller, the Seller will take reasonable care of it. Subject to a Consumer’s rights under the CRA, the Seller is not liable for loss or damage to the Vehicle, or to anything left in it, unless caused by the Seller’s negligence or default.

7.3 The Customer should remove all personal belongings and valuables from the Vehicle before leaving it with the Seller.

8. Our liability to you

8.1 Nothing in these Conditions limits or excludes the Seller’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the term as to title (section 12 of the Sale of Goods Act 1979 for Business Customers, and section 17 of the CRA for Consumers);

(d) defective products under the Consumer Protection Act 1987; or

(e) any other matter that cannot lawfully be limited or excluded, including a Consumer’s statutory rights under the CRA.

8.2 Subject to clause 8.1, and in particular as against a Business Customer, the Seller is not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a) loss of profit;

(b) loss of business, revenue, or income;

(d) loss of goodwill or reputation;

(e) loss of use, or loss of enjoyment, of the Vehicle;

(f) loss or corruption of data;

(g) wasted expenditure or wasted management time; or

(h) indirect or consequential loss.

8.3 Subject to clause 8.1, the Seller’s total liability to the Customer arising under or in connection with the Contract, whether in contract, tort, breach of statutory duty, or otherwise, will not in any circumstances exceed the Price payable for the Services and Goods under the relevant Order.

8.4 For Consumers, the Seller is responsible for loss or damage the Customer suffers that is a foreseeable result of the Seller breaking the Contract or failing to use reasonable care and skill. The Seller is not responsible for loss or damage that is not foreseeable, and the exclusions in clause 8.2 and the cap in clause 8.3 apply to any loss a Consumer suffers in connection with a trade, business, craft, or profession.

8.5 This clause 8 survives termination of the Contract.

9. Collection, storage, and uncollected vehicles

9.1 The Seller will tell the Customer when the Services are complete and the Vehicle is ready for collection. The Customer should collect the Vehicle, and pay the Price, promptly.

9.2 If the Vehicle is not collected after the Seller has told the Customer it is ready, the Seller may charge storage at its rates as notified to the Customer and as displayed at its premises. Storage charges do not begin until the Seller has given the Customer reasonable notice that the Vehicle is ready and that charges may apply.

9.3 If a Vehicle remains uncollected, the Seller may sell it in accordance with the Torts (Interference with Goods) Act 1977, having first given the notice that Act requires. The Seller will apply the proceeds of sale first to the costs of sale, then to its storage charges, and then to the unpaid Price, and will pay any balance to the Customer at the Customer’s last known address.

9.4 Nothing in this clause affects the Seller’s lien under clause 4, or any other right or remedy the Seller has.

10. Complaints and alternative dispute resolution

10.1 If the Customer has a complaint, it should contact the Seller in the first instance using the steps outlined at www.waylands.co.uk/site/complaints-policy.

10.2 If a complaint cannot be resolved through that procedure, a Consumer may refer the dispute to The Motor Ombudsman, an approved alternative dispute resolution provider.

11. Data protection

11.1 The Seller processes personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018, and the Privacy Policy. The Privacy Policy explains what data the Seller collects, why it collects it, how long it keeps it, and the rights the Customer has, and is available at www.waylands.co.uk/site/privacy-and-legal/

11.2 The Seller uses the Customer’s personal data to perform the Contract, to maintain a service history for the Vehicle, to comply with its legal obligations, and — where the Customer agrees, or the Seller is otherwise permitted by law — to keep the Customer informed about its products and services. The Customer may withdraw any marketing consent at any time by contacting the Seller.

12. General

12.1 Assignment and sub-contracting. The Customer may not assign, transfer, or deal in any other way with its rights or obligations under the Contract without the Seller’s written consent. The Seller may sub-contract its obligations in accordance with clause 3.5, and may assign or transfer the Contract to a member of its group, provided this does not reduce a Consumer’s rights.

12.2 Notices. Any notice under the Contract must be in writing, sent to the registered office or principal place of business, or to the email address the party has given. A notice sent by first-class post is treated as received two business days after posting; a notice sent by email is treated as received on the day of transmission, provided the sender receives no failure notification within two hours.

12.3 Severance. If any provision of the Contract is found to be invalid or unenforceable, it is to be severed, or applied with the minimum modification necessary, and the remaining provisions continue in force.

12.4 Waiver. No failure or delay in exercising a right under the Contract is a waiver of it, and no single or partial exercise prevents any further exercise.

12.5 Variation. Any variation of the Contract must be agreed in writing and signed by an authorised representative of the Seller.

12.6 Events outside our control. The Seller is not liable for any delay in performing, or failure to perform, the Contract caused by an event outside its reasonable control. If such an event prevents performance for a substantial period, the Seller will tell the Customer; for Consumers, the Customer may then cancel and receive a refund of sums paid for Services not yet carried out and Goods not yet supplied.

12.7 Third-party rights. A person who is not a party to the Contract has no rights to enforce it under the Contracts (Rights of Third Parties) Act 1999.

12.8 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the law of England and Wales. The courts of England and Wales have jurisdiction, except that nothing in this clause affects a Consumer’s right to bring proceedings in the courts for the place where the Consumer lives.