1.         Definitions

 

Seller                          

Means

Lewis Commercial Body Repairs Ltd.

of

Registered Address:

131 Paintworks, Arnos Vale, Bristol, England, BS4 3DL

 

Bodyshop/Trading Address:

Unit 8A,

Dean Road Trading Estate,

Avonmouth,

Bristol,

BS11 8AT

 

Buyer                                      The person who buys or agrees to buy the Goods/and or Services from the Seller.

 

Conditions                               The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

 

Goods                                      The items which the Buyer agrees to buy from the Seller as set out in the Order.

 

Price                                        The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

 

Date                                     These terms and conditions will be valid from 01/01/26 or the date issued to the customer.

 

Intellectual Property Rights Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.

 

Order                                       The Buyer's order for the supply of Goods and/or Services, as set out the Buyer's purchase order form/repair request OR upon written request for repairs to be carried out OR overleaf OR the Buyer's written acceptance of the Seller's estimate OR in the Buyer's purchase order form, or the Buyer's written acceptance of the Seller's quotation, or overleaf, as the case may be OR from time-to-time verbally/phone call. In this case the buyer will be notified of the repair via email/SMS confirming the buyer's acceptance.

                                  The customer should provide a description of the repairs they wish to be carried out, along with a vehicle registration number, trailer ID or chassis number. Where possible the customer should also provide supporting images.

 

Services                                  The services supplied by the Seller to the Buyer as set out in the Order.

 

Seller Materials                      Has the meaning set out in clause 12.1.6.

 

 

2.         Conditions

 

2.1        These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

 

2.2        All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.  

 

2.3        Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

 

2.4        These Conditions may not be varied except by the written agreement of a director OR a representative of the seller put forward by the director the Seller.

 

2.5        These Conditions represent the whole of the agreement between the Seller and the Buyer.  They supersede any other conditions previously issued.

 

3.         Price

 

The labour price shall be charged per hour as agreed with the customer OR the price estimated on the order (unless additional costs are    required due to the nature of the work) OR the price agreed with the customer prior to commencement of work OR out of hours shall be charged at an increased rate per hour upon buyer request (working hours are 08:00-16:30). Any work carried out on car transporters shall be charged per hour. With an out of hours rate increased per hour. A call out charge of £25.00 will apply for urgent call-out work. Any Work that falls out of the scope of Vehicle Bodywork may vary & will be agreed with the customer, prior to commencement of the work.

 

From time-to-time the seller may require the use of specialist subcontractors. The prices of this work will vary, the

customer will be charged cost +20%.

 

Tail Lift LOLER Inspections/servicing (inc. Weight test) will be charged as discussed with the customer. These inspections will be

required after structural repairs are carried out to the tail lift or upon customer request.

 

All parts for repairs will be charged to the customer at cost +20%.

 

3A. Estimates and Additional Costs

3A.1 Any estimate provided by the Seller is an approximation based on the visible condition of the vehicle and information supplied by the Buyer. Estimates are not a fixed quotation and may vary once work has commenced.
3A.2 If, during the course of the work, additional faults, damage, corrosion, wear, structural issues or safety-critical defects are identified which were not visible or reasonably identifiable at the time of the estimate, the Seller shall notify the Buyer of any additional costs required to complete the repair.
3A.3 The Seller may proceed with additional work up to a value of 10% of the original estimate without further authorisation, where necessary to complete the repair safely or to prevent further damage.
3A.4 Where additional work exceeds the threshold in Clause 3A.3, the Seller shall obtain verbal or written approval from the Buyer before continuing. If the Buyer fails to provide approval within a reasonable time, the Seller may suspend work and apply storage fees in accordance with Clause X (Storage and Uncollected Vehicles).
3A.5 The Seller shall not be liable for delays, increased costs or incomplete work resulting from the Buyer failing to authorise additional repairs promptly.
3A.6 If the Buyer declines the additional work required to complete the repair safely, the Seller may:
3A.6.1 reassemble the vehicle (where possible) and return it in a partially repaired state;
3A.6.2 require the Buyer to sign a disclaimer accepting responsibility for any resulting safety risks or operational issues; and
3A.6.3 charge for all work completed up to the point authorisation was declined.
3A.7 The Buyer shall remain liable for all costs relating to:
3A.7.1 diagnostic work;
3A.7.2 strip-down work required to assess hidden damage;
3A.7.3 parts already ordered or fitted;
3A.7.4 any work undertaken prior to suspension or termination of the repair.

 

 

4.         Payment and Interest

 

4. Payment and Interest

4.1
Payment of the Price and VAT shall be due within 30 days of the date of the Seller’s invoice unless otherwise agreed in writing.

4.2
If the Buyer has any queries or concerns regarding an invoice, the Buyer must notify the Seller in writing within 7 days of the invoice date. Failure to raise such queries within this period shall be deemed acceptance of the invoice.

4.3
If the Buyer fails to make payment by the due date, the Seller shall be entitled to charge:
a) statutory interest at 8% per annum above the Bank of England base rate, accruing daily; and
b) a fixed late payment charge in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and
c) the Seller’s reasonable costs of recovering the debt, including third-party collection fees and legal costs.

4.4
The Buyer shall pay all invoices in full and shall not exercise any right of set-off, deduction, or withholding against sums due to the Seller, unless required by law.

4.5
Where any invoice remains overdue, the Seller shall have the right to suspend further work, withhold release of the vehicle, or refuse to undertake additional Services until all overdue sums (including interest and charges) have been paid in full. Any delays arising from suspension shall not be deemed a breach of contract by the Seller.

4.6
If payment remains outstanding for 30 days after the due date, the Seller may, at its discretion, treat the non-payment as a repudiatory breach of contract and terminate the Services, without prejudice to any sums already due or any other remedies available to the Seller.

 

5.         Goods

 

5.1        The Goods are described in the Order.

 

5.2        The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.

5A. Parts Availability and Delays

 

5A.1 The Buyer acknowledges that the Seller is dependent on third-party suppliers and manufacturers for the provision of parts and materials required to complete the Services.
5A.2 All timeframes for delivery of parts or completion of repairs are estimates only and shall not be of the essence. The Seller shall not be liable for any delay arising from supplier lead times, stock shortages, discontinuation of parts, transport delays, or any circumstances outside the Seller’s direct control.
5A.3 Where delays occur due to parts availability, the Seller will notify the Buyer as soon as reasonably practicable and provide an updated estimated timeframe for completion.
5A.4 The Seller shall not be liable for any losses, costs, downtime, hire charges, or other consequential losses arising from delays in obtaining parts or materials.
5A.5 If a required part is discontinued or unavailable, the Seller may:
5A.5.1 offer an alternative part of equivalent specification where possible;
5A.5.2 request approval from the Buyer to modify the repair scope;
5A.5.3 suspend the Services until suitable parts become available; or
5A.5.4 terminate the affected portion of the Services where no reasonable alternative exists.
5A.6 Where the Seller is required to suspend work due to parts delays, storage fees may apply in accordance with Clause 9A (Storage and Abandoned Vehicles).
5A.7 The Buyer remains liable for all costs relating to parts specially ordered, including non-returnable or custom items, regardless of any delay caused by the supplier.

 

 

6. Warranty

6.1

The Seller warrants that all workmanship carried out by the Seller will be free from defects for a period of 3 months from the date the vehicle is returned to the Buyer (“Warranty Period”).

6.2

This warranty applies only to the workmanship of the repairs carried out. It does not apply to:

• Parts, components, or materials supplied by third parties (which are subject to the manufacturer’s own warranty);

• Any pre-existing corrosion, wear, structural weakness or damage;

• Any areas of the vehicle not included in the repair scope.

6.3
The warranty will be void if, during the Warranty Period, the defect arises from:

• Misuse, abuse, overloading, or improper operation of the vehicle;

• Failure to follow recommended maintenance, repair or inspection schedules;

• Impact damage, accident damage, or further structural movement after the repair;

• Exposure to corrosive substances;

• Alteration, modification, or subsequent repairs carried out by any party other than the Seller.

6.4
The Buyer must notify the Seller in writing of any alleged defect within 7 days of discovering it and must make the vehicle available for inspection at the Seller’s premises. The Seller will not be liable for any costs incurred by the Buyer for third-party investigation or repair undertaken without the Seller’s prior consent.

6.5
Where a valid warranty claim is established, the Seller’s sole obligation shall be to repair or rectify the defective workmanship. No other costs, losses, or downtime will be covered.

 

7.         Delivery of Goods

 

7.1        Delivery of the Goods shall be made to the Buyer’s address.  The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

 

7.2        The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

 

7.3        The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.  If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

 

7.4        If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

 

8.         8. Acceptance of Goods/Services

8.1
The Buyer shall inspect the vehicle and/or Goods immediately upon collection or delivery. Unless otherwise agreed in writing, the Buyer shall be deemed to have accepted the Goods/Services on the earlier of:
a) 7 days after collection/delivery; or
b) the date the vehicle is returned to operational use.

8.2
Any alleged defects that are visible, obvious, or would reasonably be identified upon inspection must be notified to the Seller in writing within 7 days of collection/delivery. Failure to do so constitutes acceptance of the Goods/Services.

8.3
For defects that could not reasonably have been discovered during an inspection (“latent defects”), the Buyer must notify the Seller within 7 days of becoming aware of the issue, provided that:

• the claim is made within the Warranty Period;

• the defect can be shown, on balance, to relate to the Seller’s workmanship and not to subsequent use, impact, deterioration, or misuse of the vehicle;

• the vehicle has not suffered further damage or alteration that prevents proper assessment.

8.4
The Buyer must make the vehicle available for inspection at the Seller’s premises before any remedial work is carried out. The Seller will not be liable for any costs of third-party inspection or repair undertaken without prior written consent.

8.5
Where the Buyer has accepted, or is deemed to have accepted, the Goods/Services, the Buyer may not reject them and may only rely on the Seller’s warranty in clause 6.

 

9.         Title and risk

 

9. Risk, Title and Vehicles on Site

9.1
All vehicles delivered to the Seller for inspection, repair or storage remain the property of the Buyer at all times. The Seller does not assume title to any vehicle or equipment belonging to the Buyer.

9.2
Risk in the Buyer’s vehicle remains with the Buyer at all times except to the extent that loss or damage is directly caused by the Seller’s proven negligence.

9.3
The Seller shall not be liable for any loss, damage or deterioration arising from:
9.3.1 pre-existing damage, corrosion, wear, fatigue or structural weakness;
9.3.2 environmental exposure, weather conditions or age-related deterioration;
9.3.3 theft or vandalism where the Seller has taken reasonable security measures;
9.3.4 defects or weaknesses not visible or reasonably identifiable prior to commencing the work.

9.4
Where the Seller supplies parts or materials as part of the repair, title to those parts shall only pass to the Buyer upon full payment of the Seller’s invoice.

9.5
Risk in any parts supplied by the Seller shall pass to the Buyer upon installation or delivery, whichever occurs first.

9.6
Where parts, components, or materials are supplied by third-party manufacturers or distributors, the Seller:
9.6.1 provides no warranty beyond that offered by the original manufacturer;
9.6.2 shall not be liable for failure, defect, malfunction, or premature deterioration arising from design, manufacture or inherent faults;
9.6.3 shall not be responsible for delays caused by supplier availability, lead times, or discontinued items.

9.7
Where the Buyer supplies their own parts, materials or instructions, the Seller shall not be liable for:
9.7.1 the suitability, performance or quality of such parts;
9.7.2 any delay, defect or failure arising from the use of Buyer-supplied parts;
9.7.3 damage or additional costs caused by inaccurate or incomplete Buyer instructions, specifications or information.

9.8
The Seller shall not be liable for failure or deterioration of any worn, corroded, fatigued or aged components not replaced as part of the agreed scope of works.

9.9
Once the Seller notifies the Buyer that the vehicle is ready for collection, all risk reverts fully to the Buyer. Vehicles not collected within the permitted timeframe may incur storage fees under Clause X (Storage and Uncollected Vehicles).

9.10
No vehicle will be released until all outstanding charges, including repair costs, parts, storage fees and any statutory interest, have been paid in full.

 

9A. Storage and Abandoned Vehicles

9A.1 Once the Seller has notified the Buyer that the vehicle is ready for collection, the Buyer shall collect the vehicle within 5 days of such notification.
9A.2 If the Buyer fails to collect the vehicle within this period, the Seller may charge storage fees at a rate of £20 + VAT per day, or part thereof, commencing on the 6th day after notification.
9A.3 Where repair work cannot proceed due to lack of authorisation, non-payment, missing information, or delays caused by Buyer-supplied parts, the Seller may apply the same storage fees for any period during which the vehicle occupies workshop or yard space and cannot be progressed.
9A.4 Storage fees shall accrue daily and must be paid in full before the vehicle is released.
9A.5 If the vehicle remains uncollected for 30 days after notification of completion, the Seller may issue a final 14-day written notice requiring collection. If the Buyer fails to collect the vehicle within the notice period, the Seller may take steps permitted by law to:
9A.5.1 recover outstanding charges;
9A.5.2 move, store or otherwise secure the vehicle;
9A.5.3 dispose of the vehicle in accordance with applicable legislation;
9A.5.4 apply any proceeds towards outstanding sums owed, returning any balance to the Buyer.
9A.6 The Buyer shall remain liable for all storage fees, removal costs and administrative charges incurred until the vehicle is collected or otherwise disposed of in accordance with this clause.
9A.7 The Seller shall have a general lien over the vehicle and any parts fitted until all outstanding sums, including storage fees and interest, have been paid in full.

 

 

10.        Carriage of Goods

 

If a customer requests the delivery of parts, then carriage may be chargeable to the buyer. If parts for a

repair require shipment/carriage, then the cost will be charged to the customer at cost +20% with the

parts.

 

11.        Supply of Services

 

The Seller agrees:

 

1. ​

 

11.2            To manage and carry out the Services in an expert and diligent manner and to provide his/her services to the best of his/her technical and creative skill and to be solely responsible for how the services are provided;

 

11.3            To the best of his/her ability, promptly and faithfully to meet the Deliverables and deadlines                        agreed with the Buyer;

 

11.4            the Seller is free to undertake and accept other engagements, except those which lead or might lead to any conflict of interest between the Seller and the Buyer during his or her appointment;

 

11.5            To use such suitably qualified and experienced personnel as he or she may from time to time deem appropriate;

 

11.6            The Seller has the right to supply a substitute of equivalent knowledge and expertise and acknowledges that the Buyer has the right to refuse the replacement if, in the reasonable view of the Buyer, the replacement is not sufficiently qualified to undertake the work. Where substitution occurs, the Business will remain responsible for its obligations under the agreement and will be responsible for the payment of the replacement, so that there will be no further payments outside of the agreed terms to pay for any handover period between the original and the replacement.

 

11.7            To keep the Buyer informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the Buyer. While the Seller’s method of working is entirely their own and they are not subject to the control of the Buyer, they shall nevertheless comply with this and any other reasonable requests of the Buyer (or its clients) which do not impact upon the Seller’s method of working.

 

12.        Buyer’s obligations

 

12.1      The Buyer shall:

 

12.1.1   Ensure that the terms of the Order are complete and accurate;

 

12.1.2   Co-operate with the Seller in all matters relating to the Services;

 

12.1.3   Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer's premises as reasonably required by the Seller to provide the Services;

 

12.1.4   Provide the Seller with such information and materials (if required) as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

 

12.1.5   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; and

 

12.1.6   Keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer's premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller's written instructions or authorisation.

 

12.2      If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):

 

12.2.1   the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller's performance of any of its obligations;

 

12.2.2   the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clause 12.2; and

 

12.2.3   The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.

 

12A. Tail Lift LOLER Requirements and Compliance

12A.1
Where the Seller carries out any structural repair, welding, fabrication or modification to a vehicle equipped with a tail lift, the Buyer acknowledges that a LOLER examination (including weight test) may be legally required before the tail lift is returned to operational use.

12A.2
LOLER inspections required as a result of repair work, or requested by the Buyer, shall be carried out by the Seller or an approved subcontractor. The applicable charge for LOLER inspection and weight testing is stated in Clause 3 (Price).

12A.3
A vehicle equipped with a tail lift may not be released for operational use until:
12A.3.1 the required LOLER inspection has been completed; and
12A.3.2 any identified safety-critical defects have been rectified; or
12A.3.3 the Buyer signs a written disclaimer accepting full responsibility for operating the tail lift without a LOLER inspection, where such an inspection is not legally mandatory following the repair.

12A.4
Where a LOLER inspection identifies defects, wear, corrosion, damage or non-compliance not caused by the Seller’s repair work, the Seller:
12A.4.1 shall not be liable for such defects or non-compliance;
12A.4.2 may suspend release of the vehicle until the defects are rectified;
12A.4.3 shall provide a quotation for any additional work required to achieve compliance.

12A.5
If the Buyer declines remedial work required to achieve LOLER compliance, the Seller may:
12A.5.1 release the vehicle only after the Buyer signs a written declaration accepting responsibility; and
12A.5.2 record the vehicle as “Not LOLER Compliant” on job documentation.

12A.6
The Buyer acknowledges and accepts that:
12A.6.1 LOLER compliance is the Buyer’s legal responsibility as the operator of the vehicle;
12A.6.2 the Seller is not responsible for any failure, deterioration or malfunction arising from wear, corrosion, misuse, overloading, lack of maintenance or pre-existing faults;
12A.6.3 any delay caused by LOLER inspection requirements or resulting remedial work shall not constitute a breach of contract by the Seller.

 

 

 

13.       Confidentiality

 

13.1      The Seller hereby agrees that during the course of his or her engagement under this Agreement they are likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Buyer and those of the Buyer’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’),  and accordingly the Seller hereby undertakes to and covenants with the Buyer that:

 

13.1.1   They shall not at any time during this Agreement or at any time OR for a period of 5 years after the Termination Date use or procure the use of the name of the Buyer in connection with their own or any other name in any way calculated to suggest that they continue to be connected with the business of the Buyer or in any way hold themselves or herself out as having such connection;

 

13.1.2   They shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and

 

13.1.3   They shall not at any time OR for a period of 5 years after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Buyer whose province it is to know the same any Confidential Information and he or she shall use his or her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

 

13.2      The restrictions set out in Clause 13 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Seller.

 

14.       Intellectual Property Rights

 

14.1      All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.

 

14.2      The Buyer acknowledges that, in respect of any third-party Intellectual Property Rights in the Services, the Buyer's use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.

 

14.3      All Seller Materials are the exclusive property of the Seller.

 

15.        Limitation of Liability:  THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

 

15. Limitation of Liability

15.1
Nothing in these Conditions shall limit or exclude the Seller’s liability for:
a) death or personal injury caused by the Seller’s negligence;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
d) any other liability which cannot legally be limited or excluded.

15.2
Subject to clause 15.1, the Seller’s total liability to the Buyer arising out of, or in connection with, the Goods and/or Services (whether in contract, tort, negligence, breach of statutory duty or otherwise) shall not exceed the total Price actually paid by the Buyer for the specific repair work giving rise to the claim.

15.3
Under no circumstances shall the Seller be liable for:
a) loss of use of the vehicle, loss of revenue, loss of profits, or loss of business;
b) vehicle hire charges, storage fees, transport or recovery costs;
c) any indirect, special or consequential loss;
d) the cost of repairing or replacing any part of the vehicle other than the specific element of the work undertaken by the Seller;
e) any loss or damage arising from the Buyer’s failure to follow maintenance advice or to report defects promptly;
f) any damage or loss arising from the Buyer’s faulty instructions, inaccurate information, or failure to disclose pre-existing damage, weaknesses, corrosion, or structural defects;
g) failure or deterioration of any worn, corroded, or aged components that were not replaced as part of the agreed scope of works.

15.4
The Seller shall not be liable for any defect arising after delivery/collection where the defect is caused by:
a) misuse, overloading, improper operation or handling of the vehicle;
b) impact damage, accidental damage or collision;
c) subsequent repairs, modifications or alterations carried out by third parties;
d) normal wear and tear or environmental exposure.

15.5
The Buyer acknowledges that the Price reflects the limitations contained in this clause and that the Seller would not be able to provide the Goods/Services on any other basis.

15.6
This clause shall survive termination of the Contract.

 

16. Termination

16.1 This Agreement shall terminate automatically upon completion of the Services and payment in full by the Buyer.
16.2 The Seller may suspend the Services or terminate this Agreement with immediate effect by written notice if:
16.2.1 the Buyer fails to pay any amount due and such failure continues for more than 14 days after written notice;
16.2.2 the Buyer commits a material breach of these Conditions and fails to remedy that breach within 7 days of being notified;
16.2.3 the Buyer becomes insolvent, enters administration, liquidation, or any arrangement with creditors;
16.2.4 the Buyer ceases, or threatens to cease, trading;
16.2.5 the Seller reasonably believes the Buyer’s financial position poses a risk to payment for the Services.
16.3 Where Services are terminated under this clause, the Buyer shall immediately pay the Seller for:
16.3.1 all work completed up to the date of termination;
16.3.2 any parts ordered or fitted;
16.3.3 any storage fees accrued;
16.3.4 any reasonable costs incurred due to termination.
16.4 Termination shall not affect any accrued rights, including the Seller’s right to recover outstanding sums.

 

17. Consequences of Termination

17.1 Upon termination of the Agreement, the Buyer shall immediately settle all outstanding invoices and charges.
17.2 Vehicles or goods belonging to the Buyer shall not be released until all sums owed to the Seller (including storage fees, interest and late-payment charges) have been paid in full.
17.3 If the Buyer fails to collect the vehicle within 14 days of termination, the Seller may apply the storage terms set out in Clause X (Storage and Uncollected Vehicles).
17.4 The Seller may retain possession of any vehicle, parts or equipment until payment is made (“lien”).
17.5 Clauses relating to liability, warranty, risk, payment and confidentiality shall survive termination.

 

18. Insurance

18.1 The Seller shall maintain public liability insurance, employer’s liability insurance, and motor trade road risks/premises insurance appropriate to its operations.
18.2 The Seller’s insurance does not cover:
18.2.1 the full replacement value of the Buyer’s vehicle;
18.2.2 loss or damage to goods, tools, cargo, equipment or personal items left inside the vehicle;
18.2.3 defects or failures in third-party manufactured parts;
18.2.4 loss or damage unless caused by the Seller’s proven negligence.
18.3 The Buyer is responsible for maintaining insurance covering the full value of their vehicle, and any items or cargo contained within it, while on the Seller’s premises or under the Seller’s care.
18.4 The Seller shall not be liable for loss, theft, vandalism, weather damage or accidental damage unless directly caused by the Seller’s negligence.

 

19. Data Protection

19.1 Both parties shall comply with all applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.
19.2 The Buyer agrees that the Seller may process personal data necessary for:
19.2.1 managing bookings and repairs;
19.2.2 warranty or compliance purposes;
19.2.3 communication regarding work carried out;
19.2.4 invoicing, debt recovery and legal compliance.
19.3 The Seller shall implement appropriate technical and organisational measures to protect personal data from loss, misuse or unauthorised access.
19.4 The Seller will not transfer personal data outside the UK without appropriate safeguards.
19.5 Personal data will be retained only for as long as necessary to fulfil the purposes for which it was collected or to comply with legal obligations.

 

20. No Employment or Partnership

20.1 Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Seller and the Buyer.
20.2 The Seller provides Services to the Buyer as an independent business. The Buyer has no authority to control the Seller’s internal operations or methods of work.
20.3 The Buyer shall not hold itself out as having any authority to bind the Seller in any way.
20.4 This Agreement does not oblige the Seller to accept future work from the Buyer, nor does it oblige the Buyer to offer further work to the Seller.

 

21.       Notices/Communications

 

21.1      Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.

 

21.2      A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by ore-mail, one Business Day after transmission.

 

21.3      The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

22.       Entire Agreement

 

22.1      This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

22.2      Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

 

23.       Force Majeure

 

23.1      If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

 

23.2      For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

 

23.2.1   Strikes, lockouts or other industrial action;

 

23.2.2   Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

 

23.2.3   Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;

 

23.2.4   Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

 

23.2.5   Political interference with the normal operations.

 

24.       Assignment and Other Dealings

 

24.1      The Business may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

           

24.2      The Buyer shall not, without the prior written consent of the Seller, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.

 

25.       Survival of Causes of Action

 

The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

 

26.       Severability

 

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

 

27.       Waiver

 

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.  No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

28.       Variation

 

28.1      No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

 

28.2      The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

 

29.       Law and Jurisdiction

 

29.1      This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 

29.2      Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).