TERMS AND CONDITIONS OF
SALE FOR USED VEHICLES

1. DEFINITIONS
In these Terms and Conditions of Sale the following expressions have the following meanings: "we", "us" and "our" means The Fleet Auction Group Limited
"Goods" means the used vehicle or vehicles to be supplied by us
"Terms" means the terms and conditions set out in this document together with any additional terms agreed in writing and signed by an Authorised Signatory
"Authorised Signatory" means a person authorised by us to sign on our behalf
"Contract" means the contract for the supply of the Goods incorporating these Terms.

2. YOUR CONTRACT WITH US

2.1 These Terms apply to all tenders and Contracts entered into by us and take precedence over any all of your own terms and conditions. All order placed by you will be deemed to be placed subject to these Terms.

2.2 These Terms constitute the entire agreement between you and us and no other statements, representations or terms form part of it unless they are in writing, are expressly stated to be variations or supplements to this Contract and are signed by an Authorised Signatory. Our sales representatives, employees and agents are not authorised to make any representation or commitment concerning the Goods or otherwise on our behalf and in entering into the Contract you acknowledge that you do not rely on and waive any claim for breach of any such representation or commitment which has not been confirmed by an Authorised Signatory.

2.3 Any tender or quotation given by us will comprise an invitation to treat and in any event is valid for a period of 30 days only from the date of its issue, unless otherwise stated in the tender or quotation. Any order issued by you is subject to acceptance by us and no order submitted by you shall be deemed to be accepted by us unless and until confirmed in writing by an Authorised Signatory.

2.4 We may withdraw any quotation or tender at any time before it is incorporated into a Contract.

2.5 We shall not be obliged to accept any order given by you.

3. CANCELLATION

3.1 No order given by you which has been accepted by us may be cancelled by you except where expressly agreed by an Authorised Signatory then only on the terms that you will indemnify us fully against all loss (including loss of profit), costs, damages, charges and expenses incurred by us as a result of such cancellation.

4. PRICE
4.1 The price of the Goods shall be our quoted price.

4.2 Unless otherwise stated all prices quoted are ex works exclusive of VAT.

4.3 We reserve the right at any time prior to delivery of the Goods (or any instalment), to increase the price to take into account any change in delivery dates, quantities or specification for the Goods which is requested by you.

5. TERMS OF PAYMENT

5.1 The price of all Goods shall be due and payable by you in cleared funds not later than the day prior to the date specified by us or agreed between us for delivery unless otherwise agreed by an Authorised Signatory.

5.2 Time for payment shall be of the essence and such provision shall apply notwithstanding any delay in delivery of the Goods by us or any adjustments or corrections which may be required to the Goods after delivery.

5.3 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:
(a) cancel the Contract or suspend any further deliveries of the Goods;
(b) appropriate any payment made by you to such of the Goods (or the goods supplied under any other contract between you and us) as we may think fit;
(c) at any time, at our discretion, demand security for payment before continuing with the Contract or delivering any Goods;
(d) charge you interest at 4 per cent per annum above Barclays Bank plc base rate for the time being on the amount unpaid such interest being deemed to accrue on a day to day basis from the due date for payment until payment in full is made; and/or
(e) suspend our performance of all or any of our contractual obligations under or in connection with any other contract with you.

5.4 You shall have no right to off-set against any sums due from you to us the amount of any claim which you have against us.

6. DELIVERY OF THE GOODS AND THE BUYER'S TRANSPORT COSTS

6.1 Unless otherwise confirmed by an Authorised Signatory delivery of the Goods will be deemed to have been effected when the Goods leave our premises whether the Goods have been collected by or on your behalf or the Goods have been delivered to you by or on our behalf.

6.2 Any date or dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods or failure to make them ready for collection on such dates howsoever caused.

6.3 The Goods may be delivered by us in advance of the quoted delivery date upon giving reasonable notice to you and part deliveries are allowed.

6.4 If you fail to take delivery of the Goods then, without prejudice to any other right or remedy available to us, we may:
(a) store the Goods until actual delivery and charge you for the reasonable costs of storage (including insurance); or
(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price already paid by you under the Contract or charge you for any shortfall below the price payable by you under the Contract.

7. RISKS AND TITLE

7.1 Unless confirmed by an Authorised Signatory risk of damage to or loss of the Goods shall pass to you at the time when:
(a) we notify you that the Goods are available for collection in the case of Goods which are to be delivered at our premises; or
(b) in the case of Goods to be delivered otherwise than at our premises, at the time of delivery or, if you wrongfully fail to take delivery of the Goods, the time when we tender delivery of the Goods.

7.2 Notwithstanding risk in the Goods passing in accordance with Condition 7.1 legal and equitable title in the Goods shall not pass to you until payment in full in cleared funds is received by us for the Goods and no other amounts are outstanding from you to us.

7.3 Until title to the Goods passes:
(a) you will hold the Goods in a fiduciary capacity and as our bailee;
(b) the Goods shall be kept properly stored and protected separate and distinct from all other of your property and of any third party insured with a reputable insurance company for their full replacement value and kept in good repair and condition.

7.4 We (including our representatives, agents and employees) are irrevocably authorised by you at any time to enter upon any of your premises or any third party where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal.

8. INSPECTION / SHORTAGES

8.1 You are under a duty to inspect the Goods on delivery to your premises or on collection of all the Goods by you or on your behalf from our premises as the case may be.

8.2 We shall be under no liability for any shortages in the Goods at the time of delivery that would be apparent on careful inspection (whether or not such inspection has been carried out) and in any event will be under no liability if a written complaint is not delivered to us within 14 days of delivery detailing the alleged shortage.

9. WARRANTY AND LIABILITY

9.1 Where the Goods are sold under a consumer transaction (as defined by the Sale of Goods Act 1979 as amended) your statutory rights are not affected by these Terms.

9.2 Our liability for death or personal injury caused by our negligence shall not be limited.

9.3 All Goods are sold as seen with all faults and in whatever condition they may be in on the basis that the price of the Goods reflects such condition. Accordingly it is your responsibility to verify the condition of the Goods prior to entering into a Contract with us for the purchase of those Goods. [Goods are supplied with the benefit of any manufacturer's unexpired warranty applying to those Goods at the time of delivery] [what warranty is to be given?].

9.4 OUR OBLIGATIONS REFERRED TO IN CONDITION 9.3 ABOVE ARE THE FULL EXTENT OF OUR CONTRACTUAL AND TORTIOUS LIABILITY FOR BREACH OF STATUTORY DUTY ARISING FROM ANY DEFECTS IN GOODS AND SERVICES AND ACCORDINGLY WE WILL BE UNDER NO LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND WHATSOEVER WHETHER CONSEQUENTIAL OR OTHERWISE AND WHETHER OR NOT CAUSED DIRECTLY OR INDIRECTLY BY ANY NEGLIGENCE ON OUR PART (EXCEPT NEGLIGENCE CAUSING PERSONAL INJURY OR DEATH) OR ANY OF OUR SERVANTS, AGENTS OR SUBCONTRACTORS AND ALL CONDITIONS, WARRANTIES AND STIPULATIONS EXPRESS OR IMPLIED STATUTORY CUSTOMARY OR OTHERWISE WHICH BUT FOR SUCH EXCLUSON WOULD OR MIGHT SUBSIST IN YOUR FAVOUR ARE HEREBY EXPRESSLY EXCLUDED EXCEPT THAT SUCH EXCLUSION SHALL NOT APPLY TO ANY IMPLIED CONDITION THAT WE WILL HAVE THE RIGHT TO SELL GOODS WHEN THE PROPERTY IN THEM IS TO PASS

10. FORCE MAJEURE
10.1 We shall not be liable to you or deemed to be in breach of the Contract by any delay in performing or failure to perform any of our obligations in relation to the Goods arising from any cause beyond our reasonable control.

10.2 If we are unable to perform our obligations under the Contract due to a cause beyond our reasonable control we shall give you written notice of this fact as soon as reasonably practicable after discovering it.

10.3 If our inability to perform our obligations under the Contract due to a cause beyond our reasonable control continues for six months after you receive our notice then either you or we may give written notice without liability to the other to terminate the Contract.

11. SALES PROMOTION DOCUMENTS AND SPECIFICATIONS
11.1 Whilst we try to take every precaution in the preparation of our catalogues, technical circulars, price lists, illustrations drawings and other literature these documents are for your general guidance only and the particulars contained in them shall not constitute representations by us and we shall not be bound by them.

11.2 No dimensions, details, statements or other information as to capacity, output or power specified or contained in the drawings, catalogues, shipping specifications, photographs or other documents or illustrations shall be treated as binding upon us unless we have expressly agreed otherwise in writing signed by an Authorised Signatory.

12. TERMINATION AND SUSPENSION OF THE CONTRACT

12.1 We shall be entitled by notice in writing to you to treat the Contract as repudiated or to terminate the Contract if you fail to remedy any breach of the Contract within 7 days of notice of such breach.

12.2 Without prejudice to condition 5.3 and condition 6.4 we shall be entitled to immediately terminate the Contract or suspend any further deliveries of Goods under the Contract without liability to you if you cease, or threaten to cease, to carry on business.

12.3 Without prejudice to condition 12.1 we shall be entitled to immediately suspend our performance of the Contract upon any breach of the Contract by you until such breach is remedied to our satisfaction.

13. GENERAL

13.1 Any notice to be given or required or permitted to be given by either party to the other under the Contract or these Terms shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its registered office or such other address as that party may from time to time notify in writing.

13.2 If any provision of the Contract or these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Contract or these Terms as applicable.

13.3 You may not assign, subcontract, delegate or sub-licence the Contract or any of your rights or obligations under the Contract without our prior consent in writing.

13.4 Our rights shall not be prejudiced or restricted by any indulgence or forbearance extended by us to you and no waiver by us in respect of any breach of the Contract or these Terms shall operate as a waiver in respect of any subsequent breach of the same or any other provision.
13.5 The validity construction and performance of the Contract and these Terms shall be governed by the laws of England. You agree to submit to the non-exclusive jurisdiction of the English Courts.

13.6 A person who is not a party to the Contract has no rights under the Contract (Right of Third Parties) Act 1999 to enforce any term of the Contract or these Terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act.