Wholesale Terms and Conditions of Sale

AGREED TERMS

1. About us

1.1 Company details. MICHELDEVER TYRE SERVICES LIMITED (company number 01817398) (we and us) is a company registered in England and Wales and our registered office is at Micheldever Station, Winchester, Hants, SO21 3AP which is also our main trading address. Our VAT number is 876335394. Site: www.micheldevergroup.co.uk

1.2 Contacting us. To contact us telephone our customer service team at South: 01962 774700; at North: 01422 314199 or email wholesale.enquiries@micheldever.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

2. Our contract with you

1.3 Our contract. These terms and conditions (Terms) apply to the order placed by you and supply of goods by us to you (Contract). These Terms apply to all orders placed by you online, in person or over the phone (“Order”). The prices we offer you reflect these Terms. Each Order is an offer by you to buy the goods specified in the Order (Goods) subject to these Terms. No other terms are implied by trade, custom, practice or course of dealing.

1.4 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

1.5. Language. These Terms and the Contract are made only in the English language.

2. Placing an order and its acceptance

2.1 Correcting input errors. Our online order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate. It is your responsibility to make sure the Goods that you Order (whether ordering online, in person or by telephone), meet your requirements.

2.2 Acknowledging receipt of your order. After you place an Order online, the order will appear in our online portal to acknowledge that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in clause 2.3. No order acknowledgements are issued for Orders placed over the phone or in person.

2.3 Accepting your Order. The status of our acceptance of your Order will be updated on the online portal at the point at which we begin to process the Order for delivery to you, the Contract between you and us will come into existence. No written confirmation of acceptance of your order is provided separately.

2.4 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email, update on our portal or over the phone and we will not process your Order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

3.Our goods

3.1 The images of the Goods on our Site, images in catalogues, price lists and other advertising material are for illustrative purposes only.

3.2 We reserve the right to amend the specification of the Goods or withdraw the Goods from sale if required by any changes made by manufacturers, applicable statutory or regulatory requirement or for any other reason outside of our control.

4. Cancellation

4.1 You may be entitled to cancel your Order or once in effect the Contract between us. If you have made a payment in relation to the cancelled Order or Contract you will receive a refund.

4.2 If you are entitled to a refund under these terms, we will refund you the price you paid for the Goods and any charges applied for carriage, by the method you used for payment

4.3 Subject to paragraph 4.4 cancellation is permitted at any time up to the time of despatch of the Goods. Following despatch your rights are as provided for in relation to return of Goods described in paragraph 5 below.

4.4 However, this cancellation right does not apply in the case of winter tyres (non-returnable). To cancel the Contract, you must email us at wholesale.enquiries@micheldever.co.uk or contact our Customer Services team by telephone on South: 01962 774700; North: 01422 314199 or by post to Micheldever Station, Winchester, Hants, SO21 3AP. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day. However, it must be received prior to despatch of the Goods you have ordered. Your rights following that point in time are explained in the returns provisions in the following paragraph.

4.5 If you have cancelled your Order for the Good under this paragraph 4 we will refund the price of the Goods through credit notes.

4.6 The above provisions also apply to a cancellation you are entitled to make under paragraph 14.4.

5. Returns

5.1 You are entitled to return Goods delivered to you in the following circumstances
(a) where the Goods are faulty or mis-described in any specification material we have published and which you have relied upon in placing your Order the provisions of paragraphs 5.3 and 5.4 below will apply;
(b) in any other circumstances where you decide that you do not require the Goods provided that each of the conditions in paragraph 5.2 are satisfied.

5.2 You are entitled to return Goods in accordance with clause 5.1(b) in the following circumstances:

(a) we receive notice of your request that we accept a return within 180 days following the date of our invoice for the Goods;

(b) in giving notice you make clear which Goods are being returned and provide the relevant invoice number or information sufficient for us to be able to identify the Order you placed;

(c) you are willing to comply with and do comply with our requirements for collection of the Goods for their return to us or you independently at your own cost and risk return the Goods to us;

(d) the Goods are returned in their original condition and have not been fitted to a vehicle or any other form of use of the Goods has arisen.

5.3 Should you discover or be advised by your customer that the Goods we have supplied are faulty (within the terms of any warranty provided by the manufacturer or us) or mis-described you must notify us of the issue. You must provide the notification within the following periods of time as relevant:

(a) the Goods when received are discovered to be faulty and the fault is visible at the time of receipt (evidenced for example through damage to the packaging) or the Goods visibly do not meet the specification for the Goods you should advise us within 7 days of the fault or failure to meet the specification coming to your attention;

(b) where the fault or non-conformity with a specification becomes evident at the time of fitting of the Goods onto a vehicle within 180 days of you being made aware of the fault or non-conformity;

(c) when the fault or non-conformity with the specification is discovered during a subsequent inspection of the Goods or you are notified by the customer within 7 days of you becoming aware provided that the notification is within the relevant warranty period..

5,4 If you have returned the Goods to us under this paragraph 5 because they are faulty or mis-described, we will subject to clause 5.5 refund the price of the Goods through a credit note.

5.5 In the event that the payment to be refunded was provided as a credit card transaction we will instead reverse the charge that we made at the time of payment.

5.6 If Goods have been despatched for delivery to you before you decide to cancel the Contract, then you must contact us without undue delay and in any event not later than 180 days after the day on which you let us know that you wish to cancel the Contract.

5.7 Once we accepted the return we will provide you with a collection note and our fleet or transport network will arrange a time to collect the Goods. Please provide the collection note to the driver when the Goods are collected. If the cancellation is processed over the phone, we will quote an estimated collection date. Do not return the Goods to stores.

6. Delivery, transfer of risk and title

6.1 We will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 (Events outside our control) for our responsibilities when this happens.

6.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your Order.

6.3 You own the Goods once we have received payment in full, including of all applicable delivery charges. Clause 6.4 below explains when you will become responsible for the Goods.

6.4 The Goods will be your responsibility from the time we deliver the product to the address you have provided.

6.5 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality at the lowest market price that is reasonably and demonstrably available, less the price of the Goods, provided that this is evidenced. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.6 Title to the Goods shall not pass to you until we receive payment in full (in cleared funds) for the Goods and all other sums that are or that become due to us from you for sales of Goods or on any account, in which case title to the Goods shall pass at the time of payment of all such sums.

6.7 Until title to Goods has passed to the you, the Goods shall:

(a) be stored separately from all other goods held by you so that they remain readily identifiable as our property;

(b) not be removed, defaced or have obscured any identifying mark or packaging on or relating to those Goods.

(c) be maintained in satisfactory condition and keep them insured for their full price against all risks with a reputable insurer;

6.8 In addition, you shall provide us with such information as we may reasonably require from time to time relating to the Goods and your ongoing financial position.

6.9 At any time before title to the Goods passes to you, we may require you to deliver up all the Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter any of your premises or of any third party where the relevant Goods are stored in order to recover them.

6.10 Subject to clause 6.10, you may resell or use Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:

(a) You do so as principal and not as our agent; and

(b) title to those Goods shall pass from us to you immediately before the time at which resale by you occurs.

6.11 At any time before title to the Goods passes to you, we may:

(a) by notice in writing, terminate your right under clause 6.10 to resell the Goods or use them in the ordinary course of your business; and

(b) require you to deliver up all the Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter any of your premises or of any third party where the relevant Goods are stored in order to recover t

7. No international delivery

7.1 Unfortunately, we do not deliver to addresses outside the UK and Republic of Ireland.

7.2 You may place an order for Goods from outside the UK and Republic of Ireland, but this order must be for delivery to an address in the UK and Republic of Ireland.

8. Price of goods and delivery charges

8.1 The prices of the Goods will be as quoted on our site, by telephone or email at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see paragraph 8.5 for what happens if we discover an error in the price of Goods you ordered.

8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK and Republic of Ireland for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

8.4 The price of the Goods may not include delivery charges. Our delivery charges are as advised to you when the Order is being placed.

8.5 We sell a large number of Goods through our business. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered, we will contact you over the phone to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Order as cancelled and notify you over the phone. If we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

9. How to pay and payment

9.1 You should have an account with us for an Order to be accepted and at any time the money you owe to us must be within any credit limit that we have determined and advised you of.

9.2 We may suspend your account at any time at our entire discretion and in particular close an account where there has been inactivity for a significant period of time.

9.3 The preferred payment method is through direct debit.

9.4 Unless agreed otherwise, the price and all applicable delivery charges in respect of the goods shall be payable no later than the last weekday of the month, following the date of invoice.

9.5 In the event that you fail to pay for the goods on the due date then you become liable to and shall pay to us interest at the rate of 4% above the base lending rate of Barclays Bank PLC at the date of such default.

9.6 We shall be entitled to instruct third party to collect or sue in respect of any monies due to us and you shall in such circumstances be liable to indemnify us for all costs and expenses incurred in pursuing payment of your liabilities to us.

10. Manufacturer's guarantee

Where Goods are not made by us, we will as far as we reasonably can, transfer or make available to you the benefit of any guarantee or warranty which may have been given by the manufacturer in respect of any Goods purchased by you under these Terms.

11. Our warranty for the goods

11.1 The Goods are intended for use only in the UK and Republic of Ireland. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK and Republic of Ireland.

11.2 We provide a warranty that on delivery and for a period of 12 months from the date of Delivery, the Goods shall:

(a) subject to clause 3, conform with their description; and

(b) be free from material defects in design, material and workmanship under normal use and service and when properly installed; and

11.3 Subject to clause if:

(a) you give us notice in writing or by email as soon as practicable and in any event no later than [6] months following discovery of the defect and then, at our request, return the faulty goods carriage paid to the address we advise we shall following our own inspection and confirmation that we agree with you that there is a defect refund the price of the goods and reimburse your costs of carriage provided these are reasonable. Any cost or expense incurred by any person removing or refitting the Goods from the vehicle shall be borne by you.

11.4 We shall not be liable to refund or replace any item comprised within the Goods purchased if any of the following apply to the item:

(a) of it if has not been properly maintained before and during use in accordance with our or a manufacturer’s recommended maintenance procedure; or

(b) has been subjected to any misuse, unauthorised repair, replacement modification or alteration.

11.5 Save as aforesaid we shall in no circumstances be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any defect in material or workmanship or any defect in the goods or services supplied or by any negligence on the part of us or any servant or agent of the Company and in so far as it is lawful to do so all warranties and conditions express or implied statutory or otherwise are hereby expressly excluded.

11.6 We will not be liable for breach of the warranty set out in paragraph 11.2 if:

(a) you make any further use of the Goods after giving notice to us under paragraph 11.3;

(b) the defect arises as a result of us following any drawing, design or specification supplied by you;

(d) the defect arises as a result of fair wear and tear, wilful or negligent damage, any other act or omission that is negligent, unauthorised repair, abnormal storage or working conditions;

(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

11.7 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 11.2 to the extent set out in this paragraph 11.

11.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. These Terms also apply to any repaired or replacement Goods supplied by us to you.

12. Our liability: your attention is particularly drawn to this paragraph

12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in these Terms limits or excludes our liability for:

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

(b) fraud or fraudulent misrepresentation;

(d) any other liability that cannot be limited or excluded by law.

12.3 Subject to clause 12.2, we will under no circumstances be liable to you for:

(a) any loss of profits, sales, business, or revenue; or

(b) loss or corruption of data, information or software; or

(d) loss of anticipated savings; or

(e) loss of goodwill; or

(f) any indirect or consequential loss.

12.4 Subject to paragraph 12.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the value of the order to a maximum of £50,000 .

12.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

13. Termination

If any provision of this agreement (whether a clause or a sub-clause or part thereof) is held to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions (or part of such clauses or sub-clauses) which shall remain in full force and effect

13.1Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(d) your financial position (which may be evidenced by credit checks that we make from time to time) deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14. Events outside our control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2 An Event Outside Our Control includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, (without limitation), the following:

(a) strikes, lock-outs or other industrial action; or

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, fuel shortage or other natural disaster or bad weather; or

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or

(e) impossibility of the use of public or private telecommunications networks; or

(f) compliance with any law or governmental order, rule or regulation or direction.

14.3 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

14.4 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

15. Communications between us

15.1 When we refer to "in writing" or "written" in these Terms, this includes email.

15.2 Any notice or other communication given [by one of us to the other] under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at [9.00 am] on the [second] working day after posting; or

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

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

16. General

16.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you and we will ensure that the transfer will not affect your rights under the Contract.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.5 Confidentiality. Each party undertakes that it shall not at any time during this Contract, disclose to any person any confidential information.

16.6 Modern Slavery. Each Party shall at all times take reasonable steps to ensure there is no Modern Slavery or human trafficking within its business and shall make all reasonable endeavours to ensure compliance with the same by its suppliers.

16.7 Anti-Bribery. Each party shall:

(a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

(c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 12.2(b), and will enforce them where appropriate;

(d) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Contract;

(e) we shall, within three months of the date of this Contract, and annually thereafter, certify to you in writing signed by your officer, compliance with this clause 16.7 by us and all persons associated with it under clause 16.7(b). We shall provide such supporting evidence of compliance as you may reasonably request.

16.8 We shall ensure that any person associated with us who is performing services in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on us in this clause 16.7 (“Relevant Terms”). We shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to you for any breach by such persons of any of the Relevant Terms.

16.9 For the purpose of this clause 16.7, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 16.7 a person associated with us includes but is not limited to any our subcontractor.

16.10 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

16.11 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.