If you are a not a consumer (i.e. you are NOT acting for purposes that are wholly or mainly outside your trade, business, craft or profession) including if you are a finance company, the terms and conditions on pages 1 to 2 (inclusive) will apply. If you are a consumer, please read our terms and conditions on pages 3 to 5 (inclusive).

These are the terms and conditions on which we, the Seller, will supply the Goods (as defined below) to you on the basis that you are a not consumer.

1. INTERPRETATION (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

In these Conditions, the following definitions apply:

“Conditions” the terms and conditions set out in this document as amended from time to time;

“Contract” the contract between the Seller and the Customer for the sale and purchase of the Goods and/or the sale and purchase of a Customer Vehicle (as applicable) comprising the Order and these Conditions;

“Customer” the person or firm who purchases the Goods from the Seller;

“Goods” the vehicle, vehicles and/or parts specified to be purchased by the Customer on the Order;

“Order” the Customer's order for the Goods, as set out in the Customer's purchase order form;

“Part Exchange Vehicle” as defined in clause 5.1;

“Price” the total price for the Goods, including such sums relating to car tax as the Seller is legally bound to pay at the date of delivery, as set out in the Order, or as varied in accordance with clause 3.5;

“Seller” Pentagon Ltd (registered in England and Wales with company number 01862751);

“Territory” the European Union, European Free Trade Association, Channel Islands and Isle of Man; and

“Vehicle” means any vehicle (other than where used in the definition of Customer Vehicle and Part Exchange Vehicle) which is to be supplied as the Goods, or part of the Goods.

2. ORDER (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

2.1 These Conditions apply to the Contract to the exclusion of any other terms that are implied or the Customer seeks to impose or incorporate. The Contract of these Conditions constitutes the entire agreement between the parties.

2.2 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.3 Any part exchange allowance in respect of a Part Exchange Vehicle (as defined in clause 5) is subject to acceptance in writing by the Seller.

2.4 Any purchase by the Seller of a Customer Vehicle (as defined in clause 5) is subject to acceptance in writing by the Seller, at which point the Contract shall come into existence.

3. NEW VEHICLE (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

If the Goods comprise a new vehicle (“New Vehicle”) then the following conditions shall apply:

3.1 the Customer shall be entitled at his own expense to make such tests and inspections as are reasonable before the delivery of the New Vehicle;

3.2 the New Vehicle may be delivered with minor alterations to the specification of the New Vehicle from the sample seen by the Customer. Changes may also be made to the specification of the New Vehicle in order to comply with applicable safety, statutory or other regulatory requirements;

3.3 the New Vehicle shall have the benefit of such standard warranty from the manufacturer as is provided by the manufacturer as at the date of delivery. The New Vehicle shall also have the benefit of such separate warranty from the Seller as is provided by the Seller as at the date of delivery for a further period of time commencing from expiry of the manufacturer's warranty. Details of the terms of the manufacturer’s and Seller's warranty can each be obtained from the Seller on request;

3.4 the sum payable by the Customer in respect of value added tax shall be such as the Seller is actually required to account for in respect of the New Vehicle at the time the relevant taxable supply occurs and any statement of such tax contained in the Order shall be deemed to be an estimate and liable to be varied accordingly;

3.5 if the manufacturer or concessionaire shall vary its recommended or cost price for the New Vehicle in any way after the date of the Order but before supply of the New Vehicle, the Seller shall be entitled to give the Customer written notice that it intends to vary the Price and shall specify the proposed variation. The Customer shall have the right within 28 days of receipt of such notice to cancel the Order and obtain reimbursement of any deposit paid. If the Customer fails to give such notice the price as varied by the Seller's notice shall become the Price;

3.6 if the manufacturer of the New Vehicle ceases to make the New Vehicle the Seller may cancel the Order by notice in writing to the Customer. The Seller shall then refund to the Customer any deposit paid.

4. USED VEHICLE (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

If the Goods comprise a used vehicle (“Used Vehicle”) then the following conditions shall apply:

4.1 the Customer shall be entitled at its own expense to make such tests and inspection that are reasonable before delivery of the Used Vehicle;

4.2 the Customer confirms that prior to submitting the Order he has examined and driven the Used Vehicle and has determined its condition and quality and fitness for purpose. The Customer is reminded that the condition of satisfactory quality implied by Section 14(2) of the Sale of Goods Act 1979 does not operate in respect of defects which such examination should reveal. If the Goods are sold subject to defects notified by the Seller to the Customer prior to signing the Order such condition of satisfactory quality does not apply in relation to those defects;

4.3 the Seller excludes all liability for defects of the Used Vehicle, either brought to the Customer’s attention at or before the time of sale, or which should reasonably have been noted during inspection by the Customer; and

4.4 the Seller shall use its reasonable endeavours to obtain for the Customer the benefit of any warranty given by the manufacturer for any accessories fitted as new to the Used Vehicle. The Used Vehicle may (but is not required to) have the benefit of a warranty from the manufacturer as at the date of delivery and may (but is not required to) also have the benefit of such separate warranty from the Seller as is provided by the Seller as at the date of delivery for a further period of time commencing from expiry of the manufacturer's warranty (if any). Details of the terms of the manufacturer’s and Seller's warranty can each be obtained from the Seller on request.

5. PART EXCHANGE (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

5.1 Where the Customer offers and the Seller accepts a used vehicle in part exchange of the sale and purchase of the Goods (“Part Exchange Vehicle”), a deduction shall be made from the Price of an amount specified in the Order or, (where the Order does not specify an amount) of an amount agreed by the Customer and the Seller.

5.2 Where the Customer offers and the Seller accepts a used vehicle as a transaction independent to the purchase by the Customer of any Goods (“Customer Vehicle”), payment of the price in pounds sterling for the Customer Vehicle as agreed between the parties in writing shall be due in full on or before delivery of the Customer Vehicle.

5.3 The purchase of the Part Exchange Vehicle or Customer Vehicle (as applicable) shall be subject to the following conditions:

5.3.1 that the Part Exchange Vehicle or Customer Vehicle (as applicable) is the absolute property of the Customer free from all encumbrances; or

5.3.2 if Part Exchange Vehicle or Customer Vehicle (as applicable) is subject to a hire purchase agreement or other finance agreement it is capable of cash settlement by the Seller and that any part exchange allowance agreed shall be reduced by the amount required to settle the outstanding debt.

5.4 If the Part Exchange Vehicle or Customer Vehicle (as applicable) has been examined by the Seller prior to confirmation of acceptance of the Order it shall be delivered to the Seller in the same condition as at the date of such examination with the exception of fair wear and tear. If the Part Exchange Vehicle or Customer Vehicle (as applicable) changes in a material way (including but not limited to covering more than 250 miles subsequent to inspection by the Seller) before the Seller takes possession, the Seller shall be entitled to amend the price it offered.

5.5 The Part Exchange Vehicle shall be delivered to the Seller on or before supply of the Goods to the Customer and title to Part Exchange Vehicle shall pass to the Seller immediately upon such delivery; and the Customer Vehicle will be delivered to the Seller no later than 7 days after the date of the Contract (as applicable).

5.6 The Customer represents and warrants that it will supply the following documentation for the Part Exchange Vehicle or Customer Vehicle (as applicable) before completing the purchase: V5 registration document, current MOT certificate and a full service history. Proof of the Customer's identity and verification that the Customer owns the Part Exchange Vehicle or Customer Vehicle (as applicable) may be required. The V5 document must be given to the Seller at the time the Seller takes delivery of the Part Exchange Vehicle or Customer Vehicle (as applicable).

5.7 If an Order is cancelled by either the Seller or the Customer in accordance with these Conditions, the Seller shall not be obliged to purchase the Part Exchange Vehicle or Customer Vehicle (as applicable).

6. PAYMENT AND PASSING OF RISK (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

6.1 Unless otherwise agreed in writing:

6.1.1 payment of a deposit of 10% of the Price in pounds sterling shall be due on acceptance of the Order by the Seller, and

6.1.2 payment of the Price in pounds sterling less the deposit paid shall be due in full on or before delivery of the Goods.

6.2 Time of payment is of the essence.

6.3 Until the Price has been paid in full in cleared funds by the Customer the Goods shall remain the property of the Seller and the Customer shall:

6.3.1 hold the Goods on a fiduciary basis solely as bailee for the Seller;

6.3.2 store the Goods separately from its own goods or those of any other person so that they remain readily identifiable as the Seller's property;

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.4 notify the Seller immediately if it becomes subject to any of the events listed in clause 10.1; and

6.3.5 not pledge or in any way charge the Goods by way of security for any indebtedness.

6.4 If before payment in full in accordance with clause 6.3 above the Customer becomes subject to any of the events listed in clause 10.1, or the Seller reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored or thought to be stored in order to recover them.

6.5 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 Seller in order to justify withholding payment of any such amount in whole or in part. The Seller 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 Seller to the Customer.

6.6 The Goods will be the responsibility of the Customer and at the risk of the Customer until the Goods are returned to the Seller.

7. DELIVERY (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

7.1 Any delivery date given (whether specified in the Order or otherwise) is approximate only and the time of delivery is not of the essence. Until clause 7.4 has been invoked the Customer shall have no right to demand the refund of the deposit or to cancel the Order should that date not be adhered to. Furthermore the Seller shall not be liable for any damages or claims of any kind in respect of such delay caused wholly or partly by factors outside its control. The Seller shall not be required to supply Goods in the sequence in which orders are placed. The Seller shall not be obliged to deliver the Goods until payment of the Price has been made in accordance with clause 6.

7.2 Delivery shall take place at the Seller's place of business, from where the Customer shall collect the Goods unless agreed otherwise prior to delivery (“Delivery Location”) within 14 days of the Seller notifying the Customer that the Goods are ready.

7.3 The actual time of delivery of a Vehicle will be the time that the keys to the Vehicle are passed to the Customer or the Customer's agent, otherwise the actual time of delivery of the Goods shall be upon the completion of loading of the Goods at the Delivery Location.

7.4 If the Seller fails to deliver the Goods within 28 days of any estimated date of delivery stated in the Order and the Customer has paid the Price in accordance with clause 6, then the Customer may by notice in writing to the Seller require delivery of the Goods within 10 working days of receipt of such notice. If the Goods are not delivered to the Customer within the said 10 working days the Contract shall be cancelled and the Customer's deposit shall be refunded. The Customer's deposit shall not bear interest.

7.5 If the Customer shall fail to take and pay for the Goods within 14 days of being notified by the Seller that they are ready for collection the Seller shall be entitled to treat the Order as cancelled by the Customer and any deposit paid may be forfeited. The Seller may sell the Goods for the best price reasonably obtainable and the Customer shall be liable for any loss, cost and expenses incurred by the Seller. If the Customer shall fail to collect the Goods having paid in full and title having passed to the Customer then the Seller may store the Goods at the Customer's expense for a period of 90 days. If collection has not taken place within 90 days the Goods may be sold by the Seller on behalf of the Customer at a reasonable price and the proceeds shall be sent to the Customer at his last known address.

7.6 Subject to clause 7.4, if the Customer cancels the Order then any deposit paid shall be forfeited and the Seller may sell the Goods for the best price reasonably obtainable. The Customer shall be liable for any loss, cost and expense incurred by the Seller as a result of such cancellation.

7.7 If through no fault on the part of the Seller the Goods are not delivered to the Customer within 30 days after the date of the Order or the estimated delivery date, whichever is the later ("the delivery period") the allowance to be made in respect of any Part Exchange Vehicle shall be reduced by an amount not exceeding 2.5% per month or part month commencing from the expiry period and ending on the actual date of delivery of Goods to the Customer.

8. EXPORT PROHIBITED (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

8.1 If the Goods comprise a New Vehicle or a Used Vehicle that is less than 6 calendar months old (either an “Export Prohibited Vehicle”), then the Customer shall not (a) within three calendar months of the first registration of Export Prohibited Vehicle, and, (b) during the period in which Export Prohibited Vehicle has less than 3,000 kilometres or 1,864 miles registered on the clock:

8.1.1 export or attempt to export the Export Prohibited Vehicle outside of the Territory; or

8.1.2 sell the Export Prohibited Vehicle to a third party who exports or attempts to export the Export Prohibited Vehicle outside of the Territory.

8.2 If the Customer exports, or allows the Export Prohibited Vehicle to be exported, outside of the Territory in breach of clause 8.1 then the Seller will be in breach of its agreement with Mercedes-Benz and liable to pay Mercedes-Benz 14.1% of the list value of the Export Prohibited Vehicle and accordingly the Customer shall indemnify the Seller against such liability and any other liability which the Seller has to Mercedes-Benz in relation to the export of the Export Prohibited Vehicle in breach of these Conditions.

8.3 If the Customer breaches clause 8.1 then the Customer will reimburse the Seller any discount afforded to the Customer by the Seller against the list price of the Export Prohibited Vehicle.

8.4 In addition, breach of clause 8.1 will cause the Seller to suffer further loss and damage, including damage to the Seller’s goodwill, damage to the Seller’s relationship with Mercedes-Benz and loss of dealer awards from Mercedes-Benz which the Seller estimates would amount to an additional £10,000. The Customer therefore agrees that they shall pay such sum to the Seller as liquidated damages in addition to the sums set out above. The parties confirm that, where clause 8.1 is breached, this sum represents a genuine pre-estimate of the Seller’s loss in respect of this damage.

8.5 The Customer (including a finance or leasing company, where applicable, and provided that such company has agreed to be bound by these Conditions) represents and warrants that:

8.5.1 the Export Prohibited Vehicle is not being purchased by them with a view to resale with commercial gain within a period of six calendar months of the date that the Export Prohibited Vehicle is delivered; and

8.5.2 where the Customer is an individual, that he or she is resident in the Territory; or

8.5.3 where the Customer is a body corporate its place of business is within the Territory; or

8.5.4 where the Customer is a finance company, that the Export Prohibited Vehicle is purchased on behalf of an end-user named in the Contract with prior written authority, and that such end-user is resident or has its place of business within the Territory.

8.6 The Seller reserves the right to cancel the Order if it reasonably believes that any of the warranties set out in clause 8.5 are untrue.

8.7 Should the Customer breach clauses 8.1, 8.5 or 14.1.1, then the limitations at clause 12 shall not apply to that breach and the Customer shall be liable for all and any indirect and consequential loss, including loss of profit caused to the Seller by such breach.

9. INTEREST (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

If the Customer fails to make any payment due to the Seller under the Contract by the due date for payment (“Due Date”), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

10. CUSTOMER'S INSOLVENCY OR INCAPACITY (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

10.1 Without affecting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Seller without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due if:

10.1.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due;

10.1.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

10.1.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;

10.1.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;

10.1.5 a creditor or encumbrancer of the Customer attaches or takes possession of the whole or any part of its assets and such attachment or process is not discharged within 14 days;

10.1.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

10.1.7 (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver or a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

10.1.8 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or

10.1.9 the Seller reasonably believes that one of the events in clauses 10.1.1-10.1.8 is about to occur and has notified the Customer accordingly.

11. FORCE MAJEURE & MISTAKE (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

The Seller reserves the right to defer the date of delivery or to cancel the Contract if: (i) it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller; or (ii) if the Seller has made any mistake on the Order, including an incorrect price.

12. LIMITATION OF LIABILITY (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

12.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:

12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

12.1.2 fraud or fraudulent misrepresentation;

12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

13.1.4 defective products under the Consumer Protection Act 1987; or

13.1.5 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

12.2 Subject to clause 12.1 and clause 8.7:

12.2.1 the Seller shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, or any indirect or consequential loss arising under or in connection with the Contract;

12.2.2 neither party shall be responsible for any of the following losses: (a) loss of revenue or income; or (b) loss of anticipated savings; or (c) loss of data; or (d) loss of profits, or (e) wasted time; and

12.2.3 the Seller'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 Price.

12.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

13. FINANCE COMPANIES (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

Notwithstanding the Conditions the Customer may, at any time prior to the expiry of 7 days after notification to him that the Goods are ready for delivery, arrange for a finance company to purchase the Goods from the Seller at the Price. Provided that the finance company has agreed to be bound by these Conditions, the Conditions of the Order shall apply to such purchase with the finance company save that the Part Exchange Vehicle for which an allowance was agreed to be made to the Customer shall be purchased by the Seller at a price equal to such allowance upon the conditions set out in clause 5 above and the references to 'delivery' or 'delivered' in relation to the Goods shall be construed as meaning delivery or delivered by the Seller to or to the order of such finance company) and the Seller shall be accountable to the finance company on behalf of the Customer for the said allowance and any deposit paid by the Customer in respect of the Order.

14. GENERAL (THIS CLAUSE APPLIES TO NON-CONSUMERS ONLY)

14.1 Assignment and subcontracting

14.1.1 Neither party may 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 other party.

14.1.2 The Seller reserves the right to cancel the Order, without any liability whatsoever, should the Customer attempt to or purport to transfer or assign the Contract in breach of this clause.

14.2 Notices

14.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, or fax.

14.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second working day after posting; or, if sent by fax, the next working day after transmission.

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

14.3 Severance.

14.3.1 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.

14.3.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable

14.4 Waiver. 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.

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

14.6 Variation. Except as set out in these Conditions, any variation to the Contract shall only be binding when agreed in writing and signed by the Seller.

14.7 Governing law and jurisdiction. 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.

If you are a consumer (i.e. you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession), the terms and conditions on pages 3 to 5 (inclusive) will apply. If you are not a consumer, please read our terms and conditions on pages 1 to 2 (inclusive).

These are the terms and conditions on which we, the Seller, will supply the Goods (as defined below) to you on the basis that you are a consumer. Please read these Conditions carefully before you submit your order to us. These Conditions tell you who we are, how we will provide Goods to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Conditions, please contact us to discuss.

1. INTERPRETATION (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

In these Conditions, the following definitions apply:

“Conditions” the terms and conditions set out in this document as amended from time to time;

“Contract” the contract between the Seller and you for the sale and purchase of the Goods and/or the sale and purchase of a Customer Vehicle (as applicable) comprising the Order and these Conditions;

“Goods” the Vehicle, vehicles and/or parts specified to be purchased by you on the Order;

“Order” your order for the Goods, as set out in your purchase order form;

“Part Exchange Vehicle” as defined in clause 6.1;

“Price” the total price for the Goods, including VAT and such sums relating to car tax as the Seller is legally bound to pay at the date of delivery, as set out in the Order, or as varied in accordance with clause 7.9;

“Seller” Pentagon Ltd, further details of which are provided in clause 2;

“Territory” the European Union, European Free Trade Association, Channel Islands and Isle of Man; and

“Vehicle” means any vehicle (other than where used in the definition of Customer Vehicle and Part Exchange Vehicle) which is to be supplied as the Goods, or part of the Goods.

2. INFORMATION ABOUT THE SELLER AND HOW TO CONTACT THE SELLER (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

2.1 The Seller is Pentagon Ltd a company registered in England and Wales with company registration number 01862751 and having its registered office at Ridgeway, The Triangle, Newbury Motor Park, Newbury, RG14 7HT. The Seller’s registered VAT number is 141349976. The Seller’s FCA FRN number is 714344.

2.2 You can contact the Seller by telephoning its customer service team at 0163540678 or by sending an e-mail to info@ridgeway.co.uk or by writing by post to Ridgeway, The Triangle, Newbury Motor Park, Newbury RG14 7HT.

2.3 If the Seller has to contact you it will do so by telephone or by writing to your email address or postal address that you provided to the Seller in the Order.

3. ORDER (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

3.1 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence. If the Seller is unable to accept the Order, the Seller will inform you of this and will not charge you for the Goods. This might be because the Goods are out of stock, because the Seller has identified an error in the price or description of the Goods or because the Seller is unable to meet a delivery deadline you have specified.

3.2 Any part exchange allowance in respect of a Part Exchange Vehicle (as defined in clause 6.1) is subject to acceptance in writing by the Seller (for example, by signing the Order).

3.3 Any purchase by the Seller of a Customer Vehicle (as defined in clause 6.2) is subject to acceptance in writing by the Seller (for example, by signing the Order), at which point the Contract shall come into existence.

3.5 The images of the Goods in the Seller’s brochure or on its website are for illustrative purposes only. Although the Seller has made every effort to display the colours accurately, the Seller cannot guarantee that a device's display of the colours or the printed pictures in its brochure accurately reflects the colour of the Goods. The Goods may vary slightly from those images.

3.6 If you wish to make a change to the Order you can contact the Seller. The Seller will confirm if the change is possible. If it is possible the Seller will advise of any changes to the price of the Goods, the timing for delivery or anything else which would be necessary as a result of the requested change and will ask you to confirm whether you wish to go ahead with the change.

4. NEW VEHICLE (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

If the Goods comprise a new vehicle (“New Vehicle”) then the following conditions shall apply:

4.1 you shall be entitled at your own expense to make such tests and inspections as are reasonable before the delivery of the New Vehicle;

4.2 the New Vehicle may be delivered with minor alterations to the specification of the New Vehicle from the sample you have seen, for example, the demonstration or test drive model vehicle may be a different model or have a different specification to the New Vehicle. If this is the case, the Seller’s representative will notify you of this and explain (orally or in writing) the differences between them (such as, for example, air conditioning being a standard feature in the New Vehicle but not in the demonstration or test drive model). Changes may also be made to the specification of the New Vehicle in order to comply with applicable safety, statutory or other regulatory requirements, and these will also be notified to you (orally or in writing) where the Seller is aware of such change;

4.3 the New Vehicle shall have the benefit of such standard warranty from the manufacturer as is provided by the manufacturer as at the date of delivery. The New Vehicle shall also have the benefit of such separate warranty from the Seller as is provided by the Seller as at the date of delivery for a further period of time commencing from expiry of the manufacturer's warranty. Details of the terms of the manufacturer’s and Seller's warranties will be provided to you before the Contract is entered into. You can transfer the Seller’s guarantee (if there is one) to a person who has acquired the Goods, provided that the New Vehicle has been serviced in accordance with the relevant Manufacture Handbook/Guidelines. The Seller may require the person to whom the guarantee is transferred to provide reasonable evidence that he/she is now the owner of the relevant Goods, for example by producing an original V5 registration document;

4.4 the sum payable by you in respect of value added tax shall be such as the Seller is actually required to account for in respect of the New Vehicle at the time the relevant taxable supply occurs and any statement of such tax contained in the Order shall be deemed to be an estimate and liable to be varied accordingly.

5. USED VEHICLE (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

If the Goods comprise a used vehicle (“Used Vehicle”) then the following conditions shall apply:

5.1 you shall be entitled at your own expense to make such tests and inspection that are reasonable before delivery of the Used Vehicle;

5.2 you confirm that prior to submitting the Order you have examined and driven the Used Vehicle and have determined its condition and quality and fitness for purpose.

5.3 the Used Vehicle is supplied as roadworthy at the date of delivery, however the Seller excludes all liability for defects brought to the Customer’s attention at or before the time of sale, or which should reasonably have been noted during inspection by the Customer; and

5.4 the Seller shall use its reasonable endeavours to obtain for you the benefit of any warranty given by the manufacturer for any accessories fitted as new to the Used Vehicle. The Used Vehicle may (but is not required to) have the benefit of a warranty from the manufacturer as at the date of delivery and may (but is not required to) also have the benefit of such separate warranty from the Seller as is provided by the Seller as at the date of delivery for a further period of time commencing from expiry of the manufacturer's warranty (if any). Details of the terms of the manufacturer’s and Seller's warranties will be provided to you before the Contract is entered into. You can transfer any Seller’s guarantee (if there is one) to a person who has acquired the Goods, provided that the Used Vehicle has been serviced in accordance with the relevant Manufacture Handbook/Guidelines. The Seller may require the person to whom the guarantee is transferred to provide reasonable evidence that he/she is now the owner of the relevant Goods, for example by producing an original V5 registration document;

6. PART EXCHANGE (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

6.1 Where you offer and the Seller accepts a used vehicle in part exchange of the sale and purchase of the Goods (“Part Exchange Vehicle”), a deduction shall be made from the Price of an amount specified in the Order or, (where the Order does not specify an amount) of an amount agreed by you and the Seller.

6.2 Where you offer and the Seller accepts a used vehicle as a transaction independent to the purchase by you of any Goods (“Customer Vehicle”), payment of the price in pounds sterling for the Customer Vehicle as agreed between the parties in writing shall be due in full on or before delivery of the Customer Vehicle.

6.3 The purchase of the Part Exchange Vehicle or Customer Vehicle (as applicable) shall be subject to the following conditions:

6.3.1 that the Part Exchange Vehicle or Customer Vehicle (as applicable) is your absolute property free from all encumbrances (i.e. security or charges that would prohibit the passing of title to the Part Exchange Vehicle or Customer Vehicle); or

6.3.2 if Part Exchange Vehicle or Customer Vehicle (as applicable) is subject to a hire purchase agreement or other finance agreement it is capable of cash settlement by the Seller and that any part exchange allowance agreed shall be reduced by the amount required to settle the outstanding debt.

6.4 If the Part Exchange Vehicle or Customer Vehicle (as applicable) has been examined by the Seller prior to confirmation of acceptance of the Order it shall be delivered to the Seller in the same condition as at the date of such examination with the exception of fair wear and tear. If the Part Exchange Vehicle or Customer Vehicle (as applicable) changes in a material way (including but not limited to covering more than 250 miles subsequent to inspection by the Seller) before the Seller takes possession, the Seller shall be entitled to amend the price it offered, which will be agreed with you.

6.5 The Part Exchange Vehicle shall be delivered to the Seller on or before supply of the Goods to you and title to Part Exchange Vehicle shall pass to the Seller immediately upon such delivery; and the Customer Vehicle will be delivered to the Seller no later than 7 days after the date of the Contract (as applicable).

6.6 You will supply the following documentation for the Part Exchange Vehicle or Customer Vehicle (as applicable) before completing the purchase: V5 registration document, current MOT certificate and a full service history. Proof of your identity and verification that you own the Part Exchange Vehicle or Customer Vehicle (as applicable) may be required. The V5 document must be given to the Seller at the time the Seller takes delivery of the Part Exchange Vehicle or Customer Vehicle (as applicable).

6.7 If an Order is cancelled by either the Seller or you in accordance with these Conditions, the Seller shall not be obliged to purchase the Part Exchange Vehicle or Customer Vehicle (as applicable).

7. PAYMENT AND PASSING OF RISK (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

7.1 The Price of the Goods will be the price set out in the Order. The Seller takes all reasonable care to ensure that the Price advised to you is correct. However please see clauses 7.8 and 7.9 for what happens if there is an error in the Price.

7.2 If the rate of VAT changes between the date of the Order and the date of delivery, the Seller will adjust the rate of VAT that you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.

7.3 Unless otherwise agreed in writing:

7.3.1 payment of a minimum deposit of 10% of the Price in pounds sterling shall be due on acceptance of the Order by the Seller, and

7.3.2 payment of the Price in pounds sterling less the deposit paid shall be due in full on or before delivery of the Goods,

in each case, to the Seller’s bank account, details of which are set out in the Order.

7.4 Time of payment is of the essence.

7.5 Until the Price has been paid in full in cleared funds by you the Goods shall remain the property of the Seller and you shall:

7.5.1 hold the Goods on a fiduciary basis solely as bailee for the Seller;

7.5.2 store the Goods separately from your own goods or those of any other person so that they remain readily identifiable as the Seller's property;

7.5.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and

7.5.4 not pledge or in any way charge the Goods by way of security for any indebtedness.

7.6 You own the Goods once the Seller has received payment of the Price in full.

7.7 The Goods will be your responsibility and at your risk from the time the Seller delivers the Goods to you in accordance with clause 8.

7.8 It is always possible that, despite the Seller’s best efforts, some of the Goods may be incorrectly priced. The Seller will normally check prices before accepting your Order so that, where the Goods correct price at your order date is less than the Seller’s stated price at your order date, the Seller will charge the lower amount. If the Goods’ correct price at your order date is higher than the price stated, the Seller will contact you for your instructions before the Seller accepts your Order. If the Seller accepts and processes your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, the Seller may terminate the Contract, refund you any sums you have paid (although the deposit, or where no deposit was taken an amount equal to 10% of the Price, can be deducted where you have had use of the Goods) and require you to return the Goods at the Seller’s expense.

7.9 If the manufacturer or concessionaire varies its recommended or cost price for a New Vehicle in any way after the date of the Order but before supply of the New Vehicle, the Seller will contact you for your instructions. You shall have the right to cancel the Order and obtain reimbursement of any deposit paid if you do not agree with the new price. The Seller will suspend the Order as detailed in clause 11.1 until the Price has been agreed or you have notified the Seller that you wish to cancel the Order. If you do agree with the price as varied it shall become the Price.

8. DELIVERY (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

8.1 There will not be any additional costs of delivery in addition to the Price, unless made clear on the Order.

8.2 The Seller and you will agree a delivery date, which will be set out in the Order and will normally be within 30 days after the day on which the Seller accepts the Order (unless specified otherwise in the Order).

8.3 If delivery of the Goods is delayed by an event outside the Seller’s control then the Seller will contact you as soon as possible to advise you of such delay and the Seller will take steps to minimise the effect of the delay. Provided the Seller does this the Seller will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact the Seller to end the Contract and receive a refund for any Goods that you have paid for but not received (including any deposit).

8.4 The Seller shall not be required to supply Goods in the sequence in which orders are placed.

8.5 The Seller shall not be obliged to deliver the Goods until payment of the Price has been made in accordance with clause 7.

8.6 Delivery shall take place at the Seller's place of business, from where you shall collect the Goods unless agreed otherwise prior to delivery (“Delivery Location”) on the delivery date on the Order and in any event within 14 days of the Seller notifying you that the Goods are ready. The Goods can be collected at anytime during working hours of 9.00 a.m. to 6.00 p.m. on weekdays from the Delivery Location.

8.7 The actual time of delivery of a Vehicle will be the time that the keys to the Vehicle are passed to you or your agent, otherwise the actual time of delivery of the Goods shall be upon the completion of loading of the Goods at the Delivery Location.

8.8 You have legal rights if the Seller delivers any Goods late. If the Seller misses the delivery deadline for any Goods then you may treat the Contract as at an end straight away if any of the following apply:

(a) the Seller has refused to deliver the Goods;

(b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or

(c) you told the Seller before it accepted your order that delivery within the delivery deadline was essential.

8.9 If you do not wish to treat the Contract as at an end straight away, or do not have the right to do so under Clause 8.8, you can give the Seller a new deadline for delivery, which must be reasonable, and you can treat the Contract as at an end if the Seller does not meet the new deadline.

8.10 If you do choose to treat the Contract as at an end for late delivery under clause 8.8 or clause 8.9, you can cancel your Order or reject the Goods that have been delivered within 30 days (although the deposit, or where no deposit was taken an amount equal to 10% of the Price, can be deducted where you have had use of the Goods). If you wish, you can reject or cancel the Order for some of those Goods (not all of them), unless splitting them up would significantly reduce their value. After that the Seller will refund any sums you have paid to the Seller for the cancelled Goods and their delivery (although the deposit, or where no deposit was taken an amount equal to 10% of the Price, can be deducted where you have had use of the Goods). If the Goods have been delivered to you, you will have to return them to the Seller or allow the Seller to collect them, and the Seller will pay the costs of this.

8.11 If you fail to take and pay for the Goods within 14 days of being notified by the Seller that they are ready for collection the Seller will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite the Seller’s reasonable efforts, the Seller is unable to contact you or re-arrange delivery or collection the Seller may end the Contract and clause 10.2 will apply.

8.12 If through no fault on the part of the Seller the Goods are not delivered to the Customer within 30 days after the date of the Order or the estimated delivery date, whichever is the later ("the delivery period") the allowance to be made in respect of any Part Exchange Vehicle shall be reduced by an amount not exceeding 2.5% per month or part month commencing from the expiry period and ending on the actual date of delivery of Goods to the Customer.

9. INTEREST (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

9.1 If you fail to make any payment due to the Seller under the Contract by the due date for payment (“Due Date”), then you shall pay interest on the overdue amount at the rate of 2% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

9.2 If you think an invoice is wrong you should contact the Seller promptly to let the Seller know and the Seller will not charge you interest until the issue has been resolved.

10. THE SELLER’S RIGHT TO CANCEL (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

10.1 The Seller may end the Contract at any time by writing to you if:

(a) you do not make any payment to the Seller when it is due and you still do not make payment within 7 days of the Seller reminding you that payment is due;

(b) you do not, within a reasonable time of the Seller asking for it, provide the Seller with information that is necessary for the Seller to provide the Goods, pursuant to clause 10.4; or

(c) you do not, within a reasonable time, collect the Goods from the Seller.

10.2 If the Seller ends the Contract in the situations set out in clause 10.1 or pursuant to clause 8.11 the Seller will refund any money you have paid in advance for Goods that the Seller has not provided but the Seller may deduct or charge you the deposit, or where no deposit was taken an amount equal to 10% of the Price, as compensation for the net costs the Seller will incur as a result of you breaking the Contract.

10.3 The Seller may also cancel the Order by written notice to you if the manufacturer of the New Vehicle ceases to make the New Vehicle. The Seller shall then refund any money you have paid in advance for Goods that the Seller has not provided.

10.4 The Seller may need certain information from you so that it can supply the Goods, for example, your contact details and date of birth. If so, this will have been stated in the description of the Goods in the Seller’s brochure and/or website. The Seller will contact you to ask for this information. If you do not provide this information within a reasonable time of the Seller asking for it, or if you give the Seller incomplete or incorrect information, the Seller may either end the contract (see clause 10.1) or make an additional charge of a reasonable sum to compensate the Seller for any extra work that is required as a result. The Seller will not be responsible for supplying the Goods late or not supplying any part of them if this is caused by you not providing the Seller with the information requested within a reasonable time of the Seller asking for it.

11. SUSPENSION (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

11.1 The Seller reserves the right to suspend the Contract if:

(i) the Seller has made any mistake on the Order, including an incorrect price;

(ii) the Seller needs to deal with technical problems or make minor technical changes;

(iii) the Seller needs to update the Goods to reflect changes in relevant laws and regulatory requirements;

(iv) the Seller makes changes to the Goods you request or notified by the Seller to you (see clause 3.6).

11.2 The Seller will contact you in advance to advise you that the Seller will be suspending supply of the Goods, unless the problem is urgent or an emergency. You may contact the Seller to end the Contract if the Seller suspends it, or tells you it is going to suspend it, in each case for a period of more than 30 days and the Seller will refund any sums you have paid in advance for the Goods in respect of the period after you end the Contract (although the deposit, or where no deposit was taken an amount equal to 10% of the Price, can be deducted where you have had use of the Goods).

11.3 If you do not pay the Price when it is due pursuant to clause 7 and you still do not make payment within 7 days of the Seller reminding you that payment is due, the Seller may suspend supply of the Goods until you have paid the Seller the outstanding amounts. The Seller will contact you to advise that it is suspending supply of the Goods. The Seller will not suspend the Goods where you dispute the unpaid invoice (see clause 9.2). The Seller will not charge you for the Goods during the period for which they are suspended. As well as suspending the Goods the Seller can also charge you interest on the overdue payments (see clause 9.1).

12. YOUR RIGHT TO TERMINATE (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

12.1 You may contact the Seller to end the Contract at any time before the Goods have been delivered and you have paid for them, but in some circumstances the Seller may charge you for doing this, as described below. You always have rights where a Good is faulty or mis-described (see clause 15)).

12.2 If you end the Contract for a reason set out at (a) to (e) below the Contract will end immediately and the Seller will refund you in full for any Goods which have not been provided or have not been provided properly (although the deposit, or where no deposit was taken an amount equal to 10% of the Price, can be deducted where you have had use of the Goods) and you may also be entitled to further compensation. The reasons are:

(a) the Seller has told you about an upcoming change to the Goods or these Conditions which you do not agree to;

(b) the Seller has told you about an error in the Price or description of the Goods and you do not wish to proceed;

(c) there is a risk that supply of the Goods may be significantly delayed because of events outside the Seller’s control;

(d) the Seller has suspended supply of the Goods for technical reasons, or the Seller notifies you that it is going to suspend them for technical reasons, in each case for a period of more than 30 days; or

(e) you have a legal right to end the Contract because of something the Seller has done wrong (but see clause 8.8 in relation to your rights to end the contract if we deliver late).

12.3 If you are not ending the Contract for one of the reasons set out in clause 12.2, then the Contract will end immediately and the Seller will refund any sums paid by you for Goods not provided but the Seller may deduct from that refund (or, if you have not made an advance payment, charge you) an amount equal to the deposit, or where no deposit was taken an amount equal to 10% of the Price, as compensation for the net costs the Seller will incur as a result of you ending the Contract.

12.4 If you end the Contract after Goods have been dispatched to you and (because the Seller cannot recall them) they are delivered to you, you must return them to the Seller. If you end the Contract because the Seller has told you of an upcoming change to the Goods or these Conditions, an error in pricing or description, a delay in delivery due to events outside the Seller’s control or because you are exercising your legal rights to end the Contract because of something the Seller has done wrong then the Seller will pay the costs of return. In all other circumstances you must pay the costs of return.

13. RETURNS POLICY FOR SALES CONDUCTED AT A DISTANCE PURSUANT TO THE CONSUMER CONTRACTS (INFORMATION CANCELLATION AND ADDITIONAL CHARGES) REGULATIONS 2013 (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

13.1 If the Goods are offered to you away from the Seller’s normal place of business (e.g. any off trade premises), the Consumer Contracts (information cancellation and additional charges) Regulations 2013 (the “CCRs”) will apply. The Seller considers the signing of the Order as being confirmation of an offer being made and accepted by you. Advice about your legal rights pursuant to the CCRs is available from your local Citizen’s Advice Bureau or Trading Standards Office.

13.2. Should you wish to apply for a refund (in the event that the Goods are offered off-premises and the CCRs apply), you must contact the Seller (which must also be immediately confirmed in writing by completing the cancellation form) within 14 days of accepting delivery of the Goods. A copy of the cancellation form will be provided by the Seller during the order process, before the Contract is made.

13.3 If you have applied for a refund pursuant to clause 13.2, you will be required to return the Goods to the relevant dealership of the Seller without undue delay at a pre-agreed date and time and in any event not later than 14 days after the day on which you inform the Seller that you wish to apply for a refund (unless agreed otherwise by the Seller). Unless the Goods are faulty or not as described (in relation to which clause 13.4 applies), you will be responsible for the cost of returning the Goods. If the Seller has offered to collect the Goods, the Seller will charge you the direct cost to it of collection.

13.4 If you have applied for a refund of the Goods because they are faulty or mis-described, the Seller will refund the Price in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the Goods (in the event that the Goods are offered off-premises and the CCRs apply). As a consumer, you have legal rights in relation to Goods which are faulty or not as described. These legal rights are not affected by their right of return and refund in this clause 13.4. Advice about your legal rights is available from your local Citizen’s Advice Bureau or Trading Standards Office.

13.5 The Goods should be returned in the same condition and specification as they were delivered. Specifically, the mileage of a returned Vehicle should be no more than 250 miles above what it was at the time of purchase. You must ensure that the Vehicle is returned with the same items that it was sold with, including but not limited to service packs, manuals, locking wheel nuts, entertainment systems, tools and keys. If the mileage exceeds 250 miles as stated above or the Vehicle is returned without the same items that it was sold with or you have already modified, adapted or personalised the Goods you will have no right of cancellation. The Seller reserves the right to reduce your refund for any excessive use or to reflect any reduction in the value of the Goods which has been caused by their handling them in an excessive way.

13.6 The V5 registration document must be returned as soon as you receive it from the DVLA. The Seller reserves the right to purchase the road fund licence for the Vehicle at the refundable value.

13.7 (In the event that the Goods are offered off-premises and the CCRs apply) a refund will be processed within 14 days from the date on which the Goods are received back and inspected by the Seller. A refund will be executed in the same way that the payment was originally made (with the possible exception of cash deposits or deposits from part-exchange arrangements). If any of the above conditions in this clause 13 are not met or excessive use has occurred, then appropriate deductions will be made from the refund.

13.8 If the cancelled Contract involved a part-exchange, the Seller will return the Part Exchange Vehicle or pay the agreed part-exchange value to you at its discretion. Any additional Goods purchased will be cancelled and the fees will be returned to you.

13.9 If you have committed to a finance agreement, the finance company must be informed immediately of the cancellation in writing by you. You will be liable for any early termination fees. The Seller will use its reasonable endeavours to avoid such fees and only apply then if the finance provider charges such a fee.

14. EXPORT PROHIBITED (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

14.1 If the Goods comprise a New Vehicle or a Used Vehicle that is less than 6 calendar months old (either an “Export Prohibited Vehicle”), then you shall not (a) within three calendar months of the first registration of Export Prohibited Vehicle, and, (b) during the period in which Export Prohibited Vehicle has less than 3,000 kilometres or 1,864 miles registered on the clock:

14.1.1 export or attempt to export the Export Prohibited Vehicle outside of the Territory; or

14.1.2 sell the Export Prohibited Vehicle to a third party who exports or attempts to export the Export Prohibited Vehicle outside of the Territory.

14.2 If you export, or allow the Export Prohibited Vehicle to be exported, outside of the Territory in breach of clause 14.1 then the Seller will be in breach of its agreement with the manufacturer and liable to pay the manufacturer 14.1% of the list value of the Export Prohibited Vehicle and accordingly you shall indemnify the Seller against such liability and any other liability which the Seller has to the manufacturer in relation to the export of the Export Prohibited Vehicle in breach of these Conditions.

14.3 If you breach clause 14.1 then you will reimburse the Seller any discount afforded to you by the Seller against the list price of the Export Prohibited Vehicle.

14.4 In addition, breach of clause 14.1 will cause the Seller to suffer further loss and damage, including damage to the Seller’s goodwill, damage to the Seller’s relationship with the manufacturer and loss of dealer awards from the manufacturer which the Seller estimates would amount to an additional £10,000. You therefore agree that you shall pay such sum to the Seller as liquidated damages in addition to the sums set out above. The parties confirm that, where clause 14.1 is breached, this sum represents a genuine pre-estimate of the Seller’s loss in respect of this damage.

14.5 You represent and warrant that:

14.5.1 the Export Prohibited Vehicle is not being purchased by you with a view to resale with commercial gain within a period of six calendar months of the date that the Export Prohibited Vehicle is delivered; and

14.5.2 you are resident in the Territory.

14.6 The Seller reserves the right to cancel the Order if it reasonably believes that any of the warranties set out in clause 14.5 are untrue.

14.7 Should you breach clauses 14.1, 14.5 or 17.1.1, you shall be liable for all and any indirect and consequential loss, including loss of profit caused to the Seller by such breach.

15. SELLER LIABILITY (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

15.1 If you have any questions or complaints about the Goods, please contact the Seller. You can telephone the Seller’s consumer service team at 0163540678 or write to the Seller by email to info@ridgeway.co.uk or by post to Ridgeway, The Triangle, Newbury Motor Park, Newbury RG14 7HT. Alternatively, you can speak to one of the Seller’s staff in-store.

15.2 The Seller is under a legal duty to supply goods that are in conformity with this Contract. A summary of your key legal rights in relation to the Goods is provided on the Seller’s website at the following address: www.ridgeway.co.uk. Nothing in these Conditions will affect your legal rights.

15.3 If you wish to exercise your legal rights to reject the Goods you must either return them in person to where the Goods were bought, post them back to the Seller or (if they are not suitable for posting) allow the Seller to collect them from you.

15.4 If the Seller fails to comply with these Conditions, the Seller is responsible for loss or damage you suffer that is a foreseeable result of the Seller breaking this Contract or the Seller failing to use reasonable care and skill, but the Seller is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both the Seller and you knew it might happen, for example, if you discussed it with the Seller during the sales process.

15.5 The Seller only supplies the Goods for domestic and private use. If you use the Goods for any commercial, business or re-sale purpose the Seller will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

15.6 Nothing in these Conditions shall limit or exclude the Seller's liability for:

15.6.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

15.6.2 fraud or fraudulent misrepresentation;

15.6.3 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

15.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

16. FINANCE COMPANIES (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

Notwithstanding the Conditions you may, at any time prior to the expiry of 7 days after notification to you that the Goods are ready for delivery, arrange for a finance company to purchase the Goods from the Seller at the Price. Provided that the finance company has agreed to be bound by our terms and conditions that are applicable to finance companies (which we can provide to you on request), those terms shall apply to such purchase with the finance company.

17. GENERAL (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

17.1 Assignment. You may only transfer your rights or your obligations under these Conditions to another person if the Supplier agrees in writing. However, you do not need our agreement to transfer the benefit of the Seller’s guarantee detailed in clause 4.3 (if any).

17.2 Notices

17.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, or fax.

17.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second working day after posting; or, if sent by fax, the next working day after transmission.

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

17.3 Severance. Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

17.4 No waiver. If the Supplier does not insist immediately that you do anything that you are required to do under these Conditions, or if the Supplier delays in taking steps against you in respect of you breaking this Contract, that will not mean that you do not have to do those things and it will not prevent the Supplier taking steps against you at a later date. For example, if you miss a payment and the Supplier does not chase you but continues to provide the Goods, the Supplier can still require you to make the payment at a later date.

17.5 Third party rights. This Contract is between the Supplier and you. No other person shall have any rights to enforce any of its terms (except as explained in clause 4.3 in respect of any guarantee given by the Seller). Neither you nor the Supplier will need to get the agreement of any other person in order to end this Contract or make any changes to these terms.

17.6 Variation.

17.6.1 The Seller may change the Goods:

(a) to reflect changes in relevant laws and regulatory requirements; and

(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Goods.

17.6.2 In addition, as the Seller informed you in the description of the Goods in the Seller’s brochure or on the Seller’s website, the Seller may make other changes to these Conditions or the Goods, but if the Seller does so the Seller will notify you and you may then contact us to end the Contract and receive a full refund before the changes take effect (although the deposit, or where no deposit was taken an amount equal to 10% of the Price, can be deducted where you have had use of the Goods).

17. 6.3 The Seller may update, or require you to update, digital content, provided that the digital content shall always match the description of it we provided to you before you bought it.

17.7 Governing law and jurisdiction. 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. You can bring legal proceedings in respect of the Goods in the English courts. If you live in Scotland or Northern Ireland, you can bring legal proceedings in respect of the Goods in either the English courts or the Scottish/Northern Ireland courts respectively.

17.8 Complaints. If you have any questions or complaints about the Goods, please contact the Seller. You can telephone the Seller’s consumer service team at 01635406787 or write to us by email to info@ridgeway.co.uk or by post at Ridgeway, The Triangle, Newbury Motor Park, Newbury RG14 7HT. Alternatively, please speak to one of our staff in-store. The Seller’s complaints handling policy is provided on its website at the following link: www.ridgeway.co.uk/about-us/complaints-procedure-o...

17.9 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The National Conciliation Service (NCS) via their website at http://www.rmif.co.uk/consumers/why-use-an-rmi-member/. NCS will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.

18. HOW THE SUPPLIER MAY USE YOUR PERSONAL DATA (THIS CLAUSE APPLIES TO CONSUMERS ONLY)

18.1 The Supplier will use your personal information provided to it:

(a) to supply the Goods to you;

(b) to process your payment for the Goods; and

(c) if you so agreed during the order process, to inform you about similar goods that the Supplier provide, but you may stop receiving these communications at any time by contacting the Supplier.

18.2 The Supplier will only give your personal information to third parties where the law either requires or allows the Supplier to do so.