Terms & Conditions - HY Trailer
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TERMS & CONDITIONS FOR THE SUPPLY OF COMPLETED WORKS

 

HY Trailer Co Ltd., agrees to supply Completed Vehicles to the Customer in accordance with these Terms. Your attention is particularly drawn to clause 11 below, under which our liability under this contract is limited.

 

1. DEFINITIONS

(a) In these Terms, expressions are defined in Schedule 1.

(b) In these Terms, the following rules apply:

(i) A person includes a natural person, corporate or unincorporated body (whether or not they have a separate legal personality).
(ii) A reference to a party includes its personal representatives, successors or permitted assigns.
(iii) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(iv) Any phrase introduced by the Terms, including any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those Terms.
(v) A reference to writing or written includes emails and letters sent by recorded delivery, as proof they were sent and delivered.
(vi) A reference to a completed vehicle being delivered, or their delivery shall be deemed to include the Completed Vehicle being made available for collection at the Company’s premises.

2. BASIS OF CONTRACT

(a) Under these Terms, we have agreed, in consideration of the Charges, to adapt and modify and sell to you the Vehicle in accordance with the Specification.

(b) Our Quote constitutes an offer by the Company to sell to you the Completed Vehicle in accordance with the Specification subject to these Terms. Acceptance of the Quote constitutes the Order. The Contract shall come into existence upon acceptance of the Order.

(c) We will not accept any variation to these Conditions, an Order or quotation from us unless the variation is expressly agreed by us in writing and signed by a duly authorised signatory on our behalf.

(d) These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Except as set out in these Terms, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Company.

(e) The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

(f) The Company may withdraw any quotation or tender at any time before it is incorporated into a Contract.

3. CANCELLATION

(a) There is no right to cancel the Contract. The Customer agrees that the Completed Vehicle is made to the Customer’s specification and thus the Contract is exempt from the requirement to offer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

4. PRICE

(a) The Charges shall be the Company’s quoted price as set out on the vehicle order form, subject to any agreed written amendments.

(b) All prices quoted are exclusive of VAT.

(c) Where the Company requires you to pay a deposit, this shall be non-refundable.

5. TERMS OF PAYMENT

(a) The Charges shall be due and payable by the Customer in cleared funds within 14 days of the Company’s invoice or other time as prescribed by the Company.

(b) Time for payment shall be of the essence and such provision shall apply notwithstanding any delay in delivery of the Complete Vehicle by the Company or any adjustments or corrections which may be required to the Completed Vehicle after delivery.

(c) If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available, the Company shall be entitled to:

(i) Cancel the Contract or suspend any further deliveries of the Completed Vehicle;
(ii) Charge the Customer interest at 4 per cent per annum above the Barclays Bank PLC., base rate for the time being on the amount unpaid; and/or
(iii) Suspend performance of all or any of the Company’s contractual obligations under or in connection with any other contract with the Customer.

(d) The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

6. DELIVERY OF COMPLETED WORKS

(a) The Completed Vehicle will be deemed to have been delivered upon the date on which the Completed Vehicle leaves the Company’s premises (whether the Completed Vehicle has been collected by the Customer or on behalf of the Customer or the Completed Vehicle has been delivered to the Customer by the Company).

(b) The Customer will collect the Completed Vehicle at its own cost and risk unless otherwise agreed by the Company, in which case the Company accepts no liability for any third-party logistics provider.

(c) Any date or dates quoted for delivery of the Completed Vehicle by the Company are approximate only and the Company shall not be liable for any delay in delivery of the Completed Vehicle or failure to make them ready for collection on such dates howsoever caused, including, specifically, Consequential Loss.

(d) If the Customer fails to take delivery of the Completed Vehicle within a period of 10 Business Days then, without prejudice to any other right or remedy available to the Company, the Company may elect (at its absolute discretion) to:

(i) Store the Completed Vehicle until actual delivery and charge the Customer for the reasonable costs of storage (including insurance); or
(ii) Sell the Completed Vehicle at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price already paid by the Customer under the Contract or charge the Customer for any shortfall below the price payable by it under the Contract.

7. RISK AND TITLE

(a) Risk of damage to or loss of the Completed Vehicle shall pass to the Customer at the time when the Company notifies the Customer that the Completed Vehicle is available for collection. The Customer shall arrange for the Completed Vehicle to be adequately insured from this point onwards.

(b) Notwithstanding risk in the Completed Vehicle passing in accordance with Term (7)(a) above, legal and equitable title in the Completed Vehicle shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Completed Vehicle and no other amounts are outstanding from the Customer to the Company.

(c) Until title to the Completed Vehicle has passed to the Customer, the Customer shall have no entitlement to access or move the Completed Vehicle but, where the Company permits access, the Customer shall:

(i) Hold the Completed Vehicle on a fiduciary basis as the Company’s bailee;
(ii) Store the Completed Vehicle separately from all other Completed Vehicle held by the Customer so that they remain readily identifiable as the Company’s property;
(iii) Not remove, deface, or obscure any identifying mark or packaging on or relating to the Completed Vehicle.
(iv) Maintain the Completed Vehicle in satisfactory condition and keep it insured against all risks for its full price from the date of delivery.
(v) Notify the Company immediately if it becomes subject to insolvency proceedings, ceases, or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy).
(vi) Give the Company such information relating to the Completed Vehicle as the Company may require from time to time.

(d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Completed Vehicle is stored for the purpose of repossessing, removing and if necessary, dismantling such Completed Vehicle for the purposes of removal and the Customer’s cost.

(e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

8. WARRANTY

(a) Your warranty will be as set out on the face of the order form.

(b) Where you have chosen a warranty provided by a third party or the Vehicle is subject to a manufacturer’s warranty:

(i) We will provide you with no additional or extended warranty.
(ii) Such warranty will be subject to the terms and conditions and limitations from time to time as provided for by the third party/manufacturer.
(iii) We shall have no liability where you incur any cost or sustain loss as a result of such third party or manufacturer refusing or delaying a warranty claim or carrying out work defectively. Generally, we are not responsible for the actions or inactions of any third-party warranty provider or manufacturer.
(iv) We reserve the right to refuse to inspect or carry out any work that is otherwise covered by a third party or manufacturer’s warranty or would have been covered had such third party or manufacturer declined to inspect or carry out such works for whatever reason.

(c) Where we have agreed to provide a warranty, this will be subject to the terms, conditions and limitations set out in Schedule 2 hereof.

(d) You must satisfy yourself that the Works do not affect or invalidate any manufacturer’s/third party warranty. The Company makes no representation or warranty in this regard.

(e) In the event of warranty repairs it is the responsibility of the Customer to bring the vehicle to our appointed workshop where an evaluation will be made. HY Trailer Co Ltd will not be liable for any incurred transport costs for bringing the vehicle to our workshop.

(f) HY Trailer Co Ltd will not be liable for any defective, malfunctioning or nonfunctional component equipment (such as and for example, catering equipment) within the vehicle. This is related to and associated with the terms of the manufacturer’s own warranty.

9. FINANCE

(a) The Company may introduce the Customer to a third-party finance company in connection with the purchase of the Completed Vehicle. Where this is the case, the Company is acting as an introducer only and not as an agent for either the Customer or the finance company.

(b) All finance is subject to terms and conditions and status. The Company does not accept any liability in the event that the Customer is refused finance or there is any delay or failure to supply the Completed Vehicle as a result of any action, omission or delay on the part of the finance company.

(c) The Company is, on occasion paid commission by finance companies to introduce new customers to them.

(d) The Customer must at all times cooperate with any lawful requests made by the finance company with particular regard to any relevant security checks. Failure to do so may delay or prevent the completion of the Completed Vehicle. The Customer shall indemnify and keep indemnified the Company against any loss, damage or cost arising directly or indirectly from the Customer’s breach of this clause 9.

(e) The logbook/V5 documentation associated with the Vehicle may not be immediately available. This does not affect your ownership of or responsibility for the Completed Vehicle.

10. INSPECTION AND ACCEPTANCE

(a) It is the Customer’s responsibility to inspect the Completed Vehicle on delivery. The Customer must give notice of any defect in the Completed Vehicle in writing to the Company:

(i) In the case of a defect that is apparent on normal visual inspection, within 5 Business Days of delivery: and
(ii) In the case of a latent defect, within 5 Business Days of the latent defect having become apparent to the Customer provided that such latent defect is identified within 12 months from the date of delivery.

(b) If the Customer has not given notice of any defects in the Completed Vehicle within the relevant time period in this Term (10)(a), the Customer shall be deemed to have accepted the Completed Vehicle.

(c) Subject to Term (10)(d) if:

(i) The Customer gives notice in writing of any defect pursuant to Term (10)(a) above which the Company accepts.
(ii) The Company is given a reasonable opportunity of examining such Completed Vehicle; and
(iii) The Customer (if asked to do so by the Company) returns such Completed Vehicle to the Company’s place of business at the Customer’s cost,
(iv) The Company shall, at its option, repair or replace the defective Completed Vehicle, or refund the Charges.

(d) In any event, the Company shall not be liable for any defect in the Completed Vehicle if:

(i) The defect arises because the Customer fails to adhere to or observe the Information.
(ii) The defect arises as a result of the Customer not operating or using the Completed Vehicle for their intended purpose, in accordance with manufacturer’s advice or instructions, or in accordance with any applicable Law;
(iii) The Customer alters or repairs such Completed Vehicle without the written consent of the Company;
(iv) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions or as a result of any other breach of these Terms;
(v) The Completed Vehicle differs from the Specification as a result of changes made to ensure they comply with any applicable Law.
(vi) The defect is of a trivial or minor nature and affects the Completed Vehicle’s aesthetics (such as but not limited to, small marks, stone chips, scratches, alloy discolouration etc.)

(e) Where any alleged defect arises as a consequence of any matter set out in clause 10(d) above, the Customer agrees that the defect arises as such consequence unless the Customer can prove otherwise.

(f) Except as provided in this Term (10), the Company shall have no liability to the Customer in respect of the Completed Vehicle.

(g) The terms of these Conditions shall apply to any repaired or replacement Completed Vehicle supplied by the Company under Term (10)(b).

(h) Where the Completed Vehicle is subject to any recall either from the manufacturer or the Company, the Customer must return the Completed Vehicle in accordance with the recall notice at his own cost, and in any event within 28 days of the notice being issued. The Company accepts no liability, including Consequential Loss, for any damage, loss or injury arising out of a recall.

11. LIMITATION OF LIABILITY—YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

(a) Nothing in the Terms shall limit or exclude the Company’s liability for:

(i) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(ii) Fraud or fraudulent misrepresentation;
(iii) Breach of the terms implied by section 12 of the Sale of Completed Vehicle Act 1979;
(iv) Defective products under the Consumer Protection Act 1987; or
(v) Any other matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

(b) Subject to Term (11)(a):

(i) The Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any Consequential Loss arising under or in connection with the Contract; and
(ii) The Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges.

(c) All warranties, conditions or terms relating to fitness for purpose, quality or condition of the Vehicle, whether express or implied by statute or common law or otherwise, are excluded to the fullest extent permitted by law.

(d) The employees, agents and representatives of the Company are not authorised to make any representations or give any warranty, guarantee or undertaking on behalf of the Company unless such representations, warranty, guarantee or undertaking is confirmed in writing by the Company. The Customer confirms that it does not rely on and has no course of action in respect of any such representations, warranty, guarantee or undertaking unless so confirmed in writing by the Company.

(e) The Customer acknowledges that, by virtue of the Order, we will be making modifications and or adaptations to the Vehicle in accordance with the Specification. Accordingly, the Customer warrants and acknowledges that:

(i) The Works may be irreversible;
(ii) The Works may affect weight capacities, speed, handling, break distances, suspension and dimensions of the Completed Vehicle;
(iii) The Customer must at all times adhere to and observe the Information, particularly the maximum gross vehicle weight, which must not under any circumstances be exceeded;
(iv) You are responsible for ascertaining the payload (which may vary) and ensuring that you do not exceed the maximum gross vehicle weight;
(v) The Vehicle may be devalued by the bespoke nature of the Works;
(vi) Any Works carried out to the Vehicle may involve the use of aluminium parts. These parts may oxidise and discolour over time, especially with the use of chemical cleaning products. The Company accepts no liability for this.
(vii) Parts used in the Works are not brought from stock made specifically for the purposes of the Works. Accordingly, they are not guaranteed to be identical to drawings, illustrations, photographs or other specifications and may not be consistent in respect of colour or aesthetic design. The Company accepts no liability in this regard.
(viii) The Vehicle chassis may be altered or modified to accommodate the Works.

(f) You further warrant and represent that:

(g) You will keep the Completed Vehicle in a roadworthy condition, well maintained will carry out all regular service requirements in accordance with the manufacturer’s advice;
(ii) The Completed Vehicle will be driven in a safe, responsible and lawful manner and in a manner that takes into account the modifications; and or
(iii) The Vehicle will at all times be used in connection with a lawful purpose by competent drivers/operators and in accordance with the Information, any applicable Law and manufacturer’s advice or instruction.

(h) This Term (11) shall survive termination of the Contract.

12. FORCE MAJEURE

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Company’s or subcontractors, or lack of raw materials or Completed Vehicle.

(b) The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents the Company from providing any of the Completed Vehicle for more than 6 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

13. SPECIFICATION

(a) Illustrations, drawings and other literature prepared by the Company and provided to the Customer in relation to a Specification shall not constitute representations by the Company.

(b) No dimensions, details, statements or other information as to capacity, output or power specified or contained in the drawings, specifications, photographs, promotional literature or other documents or illustrations shall be treated as binding upon the Company. The Company makes no warranty or representation that the Completed Vehicle will be capable of any particular outcome.

(c) The Company reserves the right to make such changes to the Specification and/or the design of or material used in the Completed Vehicle as may be required to conform with any applicable Laws.

(d) Vehicles described as “new” or similar include vehicles that are pre-registered and or may have a mileage of up to 500 miles for logistical purposes.

(e) The employees, agents and representatives of the Company are not authorised to make any representations or give any warranty, guarantee or undertaking on behalf of the Company unless such representations, warranty, guarantee or undertaking is confirmed in writing by the Company. The Customer confirms that it does not rely on and has no course of action in respect of any such representations, warranty, guarantee or undertaking unless so confirmed in writing by the Company.

14. TERMINATION

(a) If the Customer fails to remedy any breach of the Contract within 7 days of notice of such breach, the Company shall be entitled by notice in writing to treat the Contract as repudiated or to terminate the Contract.

(b) If the Customer becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy), or the Company reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Company without incurring any liability to the Customer, and all outstanding sums in respect of the Completed Vehicle delivered to the Customer shall become immediately due and payable.

(c) Without prejudice to Term (14)(a), the Company shall be entitled to immediately suspend the performance of the Contract upon any breach of the Contract by the Customer until such breach is remedied to the satisfaction of the Company (acting reasonably).

15. ASSIGNMENT

(a) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.

16. NOTICES

(a) Any notice 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.

17. SEVERANCE

(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

18. WAIVER

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

19. THIRD-PARTY RIGHTS

(a) A person who is not a party to the Contract shall not have any rights under or in connection with it.

(b) HY Trailer Co Ltd., may need to share your information with third-party companies during your vehicle’s production process. This is for the purpose of accessing specialist parts or engineering etc. It includes companies such as A Smith Gt Bentley Ltd., and Smith Metals Fabrication Ltd. If you do not want us to share your data with these companies, please inform us in writing.

20. PART EXCHANGE VEHICLES

(a) Any price quoted by us for a part exchange vehicle is based on the information you tell us about that vehicle and is based on the assumption that the vehicle:

  • Has over six months’ MOT
  • Is not an import
  • Is in average condition for its age and mileage
  • Has no material or latent mechanical faults
  • Is not materially damaged
  • Has not been the subject of a major accident or previously written off
  • Has a current V5 registration book

 

(b) We reserve the right to reduce any quote provided to you (or increase the Price) for a part exchange vehicle if any of the information you supply to us is inaccurate, misleading or not complete or any of the assumptions set above are incorrect. In this case, you will still be bound by the Contract.

21. GOVERNING LAW

(a) The Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Defined Terms Schedule 1

 

 

Schedule 2—Warranty Details

The Company will make repairs as required under this warranty (subject to the exclusions and limitations set out below) only during the specified periods and mileages (whichever occurs first) and subject to the claim’s limits, all set out on the face of the order form. Claims limits shall include VAT, disbursements, parts and labour charges). The order form may specify additional limitations and exclusions.

The warranty period expires after the time limit or on the mileage specified on the order form, whichever is sooner, and only applies where there is no other third party or manufacturer’s warranty (irrespective of whether such warranty provider makes such repairs).

The capitalised terms in this warranty are those defined in the Terms. The term warranty in this schedule includes the chassis and cab warranty and the body warranty unless stated otherwise.

The Warranty is subject to certain conditions, exclusions and limitations, which are set out below. We recommend that you take out a recovery policy.

Conditions of Warranty

1. In all cases, this is a return-to-base warranty. You must return the Vehicle to the Company, at your own cost, to enable the Company to inspect or carry out warranty work for the warranty to remain valid. The Company has no obligation to carry out work under this warranty where the vehicle is not delivered to us.

2. The Company will meet its responsibilities under the warranty within a reasonable time unless it is impossible for us to do so because of circumstances beyond our reasonable control.

3. Any parts removed as part of any repair work are the exclusive property of the Company.

4. The cab and chassis warranty only applies to the materials and components fitted by the Company as part of the modification works to the Vehicle. It does not apply to any defects in or repairs to the Vehicle itself or any defects arising as a consequence of the modification works.

5. Where any defect arising is covered by a third-party warranty (for example manufacturer’s warranty in connection with any component installed on the Vehicle), this warranty will not apply to the extent that it is covered elsewhere.

6. The Vehicle must be regularly maintained in accordance with the manufacturer and the Company’s recommendations, using genuine parts recommended by the manufacturer and/or the Company.

7. You must at all times comply with the Terms.

8. This warranty does not extend to any repair work which, in the absolute opinion of the company, is;

a) Caused by the Customer’s breach of any conditions of the warranty conditions or the Terms;

b) Is due to normal wear and tear or deterioration which can occur during normal usage;

c) As a result of an accident, irrespective of fault or blame;

d) Is due to abnormal use, neglect, vandalism, abuse or operator error;

e) Is a result of the Customer (or any third party) tampering, modifying or otherwise interfering with the Vehicle;

f) Is caused by the Vehicle being overloaded; or

g) Is of a minor, trivial or non-mechanical nature (such as but not limited to, small marks, stone chips, scratches, alloy discolouration etc.)

9. The company accepts no liability for any Consequential Loss in any circumstances.

10. You must notify us of any issue within the warranty period (or mileage) and in any event within ten days of discovering any issue covered by this warranty. We accept no liability for any defect not brought to our attention in accordance with the terms of this warranty.

11. We may use sub-contractors to carry out warranty work at our absolute discretion.

12. Whilst the Vehicle is with us for repairs, our authorised agents or staff may drive it insofar as is deemed necessary to affect the repairs, diagnose or test the Vehicle.

13. Please ensure that all valuables and personal property are removed from the Vehicle prior to delivering it to us for repairs. We accept no liability for any loss or damage to property left in the Vehicle.

14. The Vehicle must be delivered to us for warranty repair work at your cost. We do not collect. Provision of any loan vehicle is at our discretion.

15. The Vehicle is left with us for warranty repair work at the Customer’s own risk.

16. Dates quoted by the Company for completion of warranty work are approximate. We accept no liability for delays

17. You will invalidate this warranty by:

a) Engaging any third party to inspect or carry out work on the vehicle without our express written permission;

b) Failing to return the vehicle to us for inspection within 15 working days of notifying us of an issue;

c) Making any disparaging, derogatory or defamatory remark, directly or indirectly, in any public forum concerning or touching upon the Company, or any employee, agent or officer of the Company;

d) Fitting non-approved parts or accessories to the Vehicle;

e) Registering the Vehicle in any country other than the United Kingdom;

f) You fail to comply with a valid recall notice.

18. This warranty is personal to you and is non-transferrable.