1. Introduction
1.1. These Terms & Conditions apply to the Contract between you and us to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2. An Order constitutes an offer by you to purchase the Vehicle in accordance with these Conditions. You are responsible for ensuring that the terms of the Order are complete and accurate.
1.3. The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point a binding contract shall come into existence between you and us. If you decide to acquire the Vehicle under a Finance Agreement then we will not sell the Vehicle to you. You have a right under clause 10.1 to tell us if you want a finance company to purchase the Vehicle so you can enter into a Finance Agreement for 7 days after we tell you that the Vehicle is available for delivery.
1.4. If you have any questions or complaints about the Vehicle, please contact us. You can telephone our customer service team at (01792) 222111 or write to us at C.E.M. Day Ltd, Swansea Road, Garngoch, Swansea SA4 4LL.
Clause 1.5 applies to Business Customers Only
1.5. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2. Delivery
2.1. During the order process we will keep you informed of your Vehicle’s delivery date.
2.2. If you do not collect the Vehicle from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect the Vehicle from us, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the Contract. We may retain your deposit in such cases. Please see clause 9 for further details
Clause 2.3 applies to Business Customers only
2.3. Any dates quoted for delivery are approximate only, and unless one of the circumstances set out in clause 2.5, below, applies, you will not be entitled to terminate the Contract for late delivery. We shall not be liable for any delay in delivery of the Vehicle that is caused by or from events, circumstances or causes beyond our reasonable control (a Force Majeure Event) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Vehicle.
Clause 2.4 to 2.7 inclusive applies to Consumers only
2.4. If our supply of the vehicle is delayed by a Force Majeure Event (as defined above) then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Contract and receive a refund for any products you have paid for but not received.
2.5. You have legal rights if we deliver the Vehicle late. If we miss the delivery deadline for the Vehicle then you may treat the Contract as at an end straight away if any of the following apply:
2.5.1. we have refused to deliver the Vehicle;
2.5.2. delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
2.5.3. you told us before we accepted your Order that delivery within the delivery deadline was essential.
2.6. 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 2.5, you can give us a new deadline for delivery, which must be reasonable, and you can treat the Contract as at an end if we do not meet the new deadline.
2.7. If you do choose to treat the Contract as at an end for late delivery under clause 2.5 or clause 2.6, you can cancel your Order for the Vehicle.
The whole of clause 3 applies to Consumers only
3. Conformity of vehicles
3.1. We are under a legal duty to provide goods that are in conformity with this Contract. In addition, the Consumer Rights Act 2015 provides that goods must be as described, fit for purpose and of satisfactory quality. Nothing in these terms will affect your legal rights.
3.2. If you wish to exercise your legal rights to reject any Vehicle and when that rejection is accepted by us, you must either return it, together with all keys and documentation, in person to the selling dealership, or allow us to collect it from you. Please call your selling branch on (01792) 222111 to speak to us further about this. If you are unable to return the vehicle to us and we need to arrange collection then you will be charged £1.50 per mile ( Plus VAT ). Please note that you will be responsible for these return collection costs and the value will be deducted from the figure to be returned.
3.3. If you are beyond 30 days of taking delivery and are rejecting a vehicle due to an inherent fault then you will be charged a fair and reasonable amount for the time and mileage of ownership, this will be calculated at 0.1% of the purchase price per day of ownership or £0.20 per mile whichever is higher.
4. New Vehicles, options and accessories
4.1. If the Vehicle to be supplied by us is new:
4.1.1. this Contract shall be subject to any terms and conditions which the Manufacturer may from time to time lawfully attach to the supply of the Vehicle or the resale of such Vehicle by us.
4.1.2. we undertake that we will ensure that the pre-delivery work specified by the Manufacturer is performed and that we will use our best endeavours to obtain for you from the Manufacturer the benefit of any warranty or guarantee given by him to us or you in respect of the Vehicle. The rights contained in this clause are in addition to and will not limit the statutory rights of a Consumer.
4.1.3 You may have the option to add certain optional factory fitted features or available accessories to your selected vehicle. The price of such features will be added to the Vehicle Price (which is defined in clause 6 below).
4.1.4 For selected battery electric/plug-in hybrid vehicles, you may have the option to purchase a wallbox as an accessory (without installation included).
4.1.5 You may have the option to order third party accessories, which are identified under that third party's brand name. Please note that third party branded accessories do not come with a Ford warranty but may be covered by the third party’s own warranty, details of which will be included within the packaging that the accessories are supplied in.
Clause 4.1.6 applies to Business Customers only
4.1.6. We shall not be liable for any failure to deliver the Vehicle caused by our inability to obtain it from the Manufacturer or by our compliance with such terms or conditions. A copy of the terms and conditions currently so attached by the Manufacturer may be inspected by you on request.
5. Limitation of Liability
5.1. Nothing in these Conditions shall limit or exclude our liability for:
5.1.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
5.1.2. fraud or fraudulent misrepresentation;
5.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979, or Sections 9 to 17 of the Consumer Rights Act 2015;
5.1.4. defective products under the Consumer Protection Act 1987; or
5.1.5. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Clause 5.2 applies to Business Customers only
5.2. Subject to clause 5.1:
5.2.1. We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
5.2.2. Our total liability to you 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 (as defined in clause 6 below).
Clauses 5.3 to 5.4 inclusive apply to Consumers only
5.3. If we fail to comply with this Contract, we are responsible for any loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are 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 we and you knew it might happen, for example, if you discussed it with us during the sales process.
5.4. If you are a Consumer then we will supply the Vehicle to you for domestic and private use. If you use the Vehicle for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6. Price
The price of the Vehicle will be the price specified in our written acceptance of the Order (the “Vehicle Price”), which may include an allowance for a part-exchange (see clause 8 below).
7. VAT
Regardless of the sum for Value Added Tax specified in the Order of the Vehicle, the sum payable by the Buyer in respect of Value Added Tax will be such sum as we become legally liable for at the time the taxable supply occurs.
8. Part Exchanges
8.1. If we agree to include an allowance for a part-exchange as part of the Vehicle Price, the following conditions will apply:
8.1.1. You confirm that you own the vehicle being provided to us in part-exchange (the “Part-exchange Vehicle”) and that any information you provide us with in relation to that vehicle for the purposes of our valuation is complete and accurate;
8.1.2 You confirm that the Part-exchange Vehicle is not the subject of a hire purchase agreement, conditional sale agreement or lease agreement, or any other charges or encumbrance that we may be required to pay upon taking ownership of the Part-exchange Vehicle;
8.1.3. The valuation of the Part-exchange Vehicle will be based on the information provided to us in your Order and the estimated delivery date of your new or used vehicle. If either of these assumptions change (including if we discover that any information you have provided us with is incorrect) then we reserve the right to alter the valuation of the Part-exchange Vehicle and adjust any allowance for this against the Vehicle Price. You will be informed by us as soon as reasonably possible if any changes are made. We will use the same criteria to value the Part-exchange Vehicle as during the sales process, but you must pay the balance of the Vehicle Price if we determine that the part-exchange allowance should be reduced based on our revised valuation. We will not deliver the vehicle to you until the Vehicle Price has been paid in full.
8.1.4. We will require proof that you are the only owner of the Part-exchange Vehicle. We will carry out a Hire Purchase Inspection (HPI) check to confirm ownership and history of the vehicle.
8.1.5. When you hand over the Part-exchange Vehicle to us, you must provide us with your V5 registration certificate, all sets of keys, MOT certificate, service history, spare wheel and locking wheel nuts (where applicable), radio codes (where applicable) and any other items which belong to the vehicle.
8.2. If you fail to comply with any of the conditions above under clause 8.1, we will be under no obligation to accept the Part-exchange Vehicle or to apply any part-exchange allowance against the Vehicle Price.
8.3 [In the event that we refuse to accept your Part-exchange Vehicle, or if we reduce our valuation of the Part-exchange Vehicle in accordance with clause 8.1.3, you may either:
8.3.1 pay the Vehicle Price in full without any allowance for a part-exchange (or with the reduced allowance, where applicable); or
8.3.2 notify us that you wish to cancel your Order, subject to 8.4 below.]
8.4 If any change to the original part-exchange allowance is attributable to you providing us with incorrect information during the initial sales process and you subsequently notify us that you wish to cancel your Order under clause 8.3.2, we may charge you a reasonable administration fee to reflect any administrative or other direct costs that we have incurred (or will incur) as a result of your cancellation. For the avoidance of doubt, if you are exercising your Cancellation Rights under clause 12, you will not be asked to pay any charges.
9. Cancellation
Subject to clauses 2.4 to 2.7, 3 and 12, if you:
9.1.2 fail to accept or facilitate delivery of the Vehicle without reasonable justification within 30 days of notification that the Vehicle is ready for delivery; and/or
9.1.3 fail to pay the Vehicle Price in full within 30 days of receipt of your written Order confirmation
we may treat the Contract as having been cancelled by you. In such cases you shall lose your deposit (which we shall be entitled to keep) and we reserve the right to recover any other losses we may have suffered in accordance with this Contract.
10. Ownership and Risk
10.1. For up to 7 days after we have notified you that the Vehicle is available for delivery, you may arrange for a finance company to purchase the Vehicle from us (so you can enter into a Finance Agreement) for the Vehicle Price. If the finance company purchases the Vehicle, the preceding clauses of this Contract shall cease to have effect save in relation to the Part-exchange Vehicle for which an allowance has been made in accordance with clause 8 above (save that in 8.1.3 all references to "delivery or delivered" in relation to the Vehicle shall be read as meaning delivery or delivered by us to or to the order of the finance company).
10.2. We shall remain the full and absolute owner of the Vehicle until such time as either:
10.2.1 you have paid all amounts due under the Contract in full (which shall include the Vehicle Price and any amount payable under clause 8 if a part-exchange has been agreed); or
10.2.2 if you have chosen for a finance company to purchase the Vehicle from us for the Vehicle Price so you can enter into a Finance Agreement (as detailed in clause 10.1 above) then until the point at which we are paid the Vehicle Price in respect of the Vehicle by the relevant finance company.
10.3. The Vehicle will be at your risk as soon as it is delivered or handed over to you or otherwise to your order.
10.4. Your right to possession of the Vehicle whilst monies remain due from you to us shall cease at whichever is the earliest of the following dates:
10.4.1. You, (being a company) make any voluntary arrangement with your creditors, or an application is made or a person becomes entitled to appoint an administrator, administrative receiver or receiver or goes into liquidation (other than for an amalgamation or reconstruction) or (being an individual) become bankrupt; or
10.4.2. An encumbrancer takes possession of or a receiver is appointed over any of your property or assets; or
10.4.3. You cease, or threaten to cease, to carry on business or are unable to pay your debts as they fall due; or
10.4.4. We, reasonably believe that any of the events mentioned above is about to occur to you and notify you accordingly; or
10.4.5. You take any similar action in consequence of debt.
10.5. You (being a Company) shall not apply to the Court for the appointment of an administrator without giving 14 days’ notice to us. From the date of the said notice, you shall not be entitled to remain in possession of the Vehicle. The appointment of an administrator, without the aforesaid notice shall be deemed to be a fundamental breach of contract by you.
10.6. While we remain the owner of the Vehicle:
10.6.1. (unless you are situated in Northern Ireland) we may for the purpose of collecting the Vehicle enter upon the premises where it is are stored or where it is reasonably thought to be stored and may repossess the same. If you are a Consumer, we will provide reasonable written notice before entering any premises, following which you must facilitate our entry on such times as may be specified in the notice;
10.6.2. you may hire out or otherwise deal with the Vehicle but you may only do so as our agent and bailee in law and in equity. Any proceeds or monies received will be held on the same terms that apply for the holding of sale proceeds under clause 10.6.4;
10.6.3. if a receiver is appointed to you and at that time you have not received the proceeds of sale, you, or the receiver as agent for you, shall assign to us within 7 days all rights against the person or persons to whom the Vehicle has been sold or to whom any interest in the Vehicle has been granted;
Clause 10.6.4 applies to Business Customers only
10.6.4. you may sell the Vehicle at any price not less than the Vehicle Price. If you sell on your own account you shall sell as our agent and bailee in law and in equity and shall hold the proceeds from it in trust for us and shall not mingle the proceeds with other monies and shall not pay the cheque or cash therefore into an overdrawn bank account. You shall open a fiduciary account with your banker and advise them that you hold the entire proceeds of sale to a sub-Buyer as our trustee and that not until the payment to us of your total indebtedness to us shall you be entitled to transfer any profits thereof to any other accounts. We shall be entitled to transfer any profits thereof to any other accounts. We shall be entitled to any interest earned on the fiduciary account.
11. Subcontracting
11.1. If you have chosen to use a subcontractor to supply goods and/or services in connection with this Contract, then we do not make or give any representation, condition or warranty about the quality, fitness or correspondence with description of such goods and services and all such representations, conditions and warranties whether express or implied by law are excluded; and no liability except for death or personal injury resulting from the negligence on our part will attach to us in contract or tort for loss, injury or damage sustained by reason of any defect in the goods or services provided by the sub-contractor whether latent or apparent and however caused.
Clause 11.2 applies to Consumers only
11.2. Notwithstanding clause 11.1, if we engage a subcontractor in connection with this Contract then we will exercise reasonable skill and care in the selection of sub-contractors and will accept liability for the Repair and Servicing Work carried out by, and any materials or Parts supplied by, such sub-contractors.
The whole of clause 12 applies to Consumers only
12. Distance Sales (for cash purchases)
12.1. If you purchase the Vehicle outright in cash from us (and do not acquire it under a Finance Agreement) as a Consumer online or by phone and do not visit our dealership at any point during the transaction process, or your cash purchase with us is concluded or substantially negotiated at your home or somewhere other than our dealership, you have the right to cancel (under the Consumer Contracts Regulations 2013) your cash purchase at any time up to 14 calendar days from the day on which you received the Vehicle (the “Cancellation Rights”). If the Cancellation Rights apply to your Order, the following conditions in clause 12 will also apply.
12.2. The Cancellation Rights do not apply to orders made to your personal specification, that is, where non-standard modifications have been made to the Vehicle at your request which occur after the vehicle leave the manufacturer’s factory or for a used vehicle any modifications made to the vehicle after taking delivery. For a used vehicle rejection you must inform us within 250 miles of taking delivery that you wish to reject.
12.3. If you wish to exercise your Cancellation Rights, you are solely responsible for ensuring that the Vehicle is stored securely and kept free from damage until such time as it is returned to us in accordance with clause 12.5. We will apply a fair deduction to your refund to reflect any damage caused to the Vehicle while it is in your possession.
12.4. You can cancel by contacting us at: enquiries@days.co.uk: Tel. (01792) 222111: C.E.M. Day Ltd, Swansea Road, Garngoch, Gorseinon, Swansea SA4 4LL. You must inform us of your decision to cancel your contract by a clear statement, including details of your name, postal address, details of the order you wish to cancel and, where available, your phone number and email address.
12.5. If you decide to exercise your Cancellation Rights, you must return the Vehicle to us within 48 hours of notifying us of the cancellation. If you are unable to return and we arrange collection then you will be charged £1.50 per miles ( Plus VAT ). Please note that you will be responsible for these return collection costs. If you return the Vehicle to our dealership yourself it is at your own risk, however it is important to note that if you drive the Vehicle to the dealership yourself you may be liable for any loss of value caused by incurring additional mileage and/or any damage that may be sustained to the Vehicle during transit, should this drive mean the vehicle exceeds the 250 mile limit you will be charged £1.50 per mile ( Plus VAT )
12.6. We will provide a full refund of the Vehicle Price no later than 14 days ( minus any deductions as per section 12 ) after the date on which we receive the Vehicle or, if earlier, the date on which you supply evidence to us that you have returned the Vehicle, together with all keys and documentation, back to us. This will include your deposit as well as any standard delivery charges you may have paid as part of your Order. However, please note the following:
12.6.1 We will not refund any additional, non-standard delivery charges (for example if you chose an express delivery service);
12.6.2 If, after inspecting the returned Vehicle, we determine that its value has diminished as a result of you handling or testing the Vehicle in such a way that would not be permitted in one of our showrooms, we will apply a fair deduction to the refund to reflect the reduction in resale value caused by your actions. Please note that we will check the Vehicle odometer when it is returned to us. If we discover that you have driven the Vehicle prior to returning it to us we will apply our standard mileage policy in determining the extent to which the value of the Vehicle has diminished as a result of your use.
12.7 Refunds will be made by cheque or direct bank transfer to the same account as the Price was paid from. Refunds will not be paid in cash.
12.8 If you exercise your Cancellation Rights within the 14 day period, and have sold a used vehicle to us as part exchange for the Vehicle, we may at our discretion either refund the sum attributed to the Part-exchange Vehicle at the time the agreement was entered into, or return the Part-exchange Vehicle to you, if it remains available. Where the Part-exchange Vehicle has been subject to repairs by us, you will be required to pay to us the cost of the repairs if you wish to retain the Part-exchange Vehicle.
13. If you acquire the Vehicle using a Finance Agreement
13.1. If you acquire the Vehicle using a Finance Agreement (either using your right under clause 10.1 or otherwise) then we will not sell the Vehicle to you. Instead, we will sell the Vehicle to the finance company under the Finance Agreement.
13.2 You will not have any Cancellation Rights under clause 13 if you acquire the Vehicle under the Finance Agreement. If the Finance Agreement is a hire purchase, PCP or conditional sale agreement, you may have the right to withdraw from the Finance Agreement (but not your agreement to purchase the Vehicle). If the Finance Agreement is a lease or hire agreement, you may have (but not always) a right to cancel the Finance Agreement. These rights will be clearly set out in the Finance Agreement.
13.3 If you have paid us a deposit and/or we have given you an allowance for any Part-exchange Vehicle, and you wish to acquire the Vehicle using a Finance Agreement, you authorise us to either (a) pay the deposit and/or any finance allowance to the finance company or (b) use it to part pay the Vehicle Price (meaning the balance to finance under the Finance Agreement will reduce).
[13.4 If there are any issues with the Vehicle where you have entered into a Finance Agreement, your rights are against the finance company.
14. General
14.1. Any notice required or permitted to be given by one of the parties to the other under this Contract shall be in writing and shall be delivered by hand or sent recorded delivery post to the address of the addressee set out in this Contract or to such address that the addressee may have from time to time notified for the purposes of this clause. Notices may not be validly served by electronic mail.
14.2. The Seller may at any time, without limiting any other rights and remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
14.3. The headings in these Terms & Conditions are for convenience only and shall not affect their interpretation.
14.4. No waiver by either party of any breach of the Contract shall be considered as a waiver for any subsequent breach of the same or any other provision.
14.5. If any provision or part of any provision of this Contract is found by a court or other competent authority to be void or unenforceable, such provision or part of a provision shall be deleted from the Contract and the remaining provisions or parts or the provision shall continue to full force and effect.
14.6. This Contract is governed by English Law and the parties agree to the exclusive jurisdiction of the English courts.
14.7. A person who is not party to this Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
14.8. In the event a financial services complaint cannot be settled between us you may refer to the Financial Ombudsman Service; this service is free to use. Their consumer helpline is available on 0800 023 4 567 or 0300 123 9123 or you can visit their website at www.financial-ombudsman.org.uk or email them at complaint.info@financial-ombudsman.org.uk; alternatively you can write to the Financial Ombudsman Service, Exchange Tower, London E14 9SR.
14.9. Whilst acting as a consumer, if a non-financial services related dispute arises that cannot be resolved between us within a reasonable timescale, you may refer the dispute to the free independent Advisory and Conciliation Service operated by The Motor Ombudsman, the government-backed, self-regulatory body for the motor industry. C.E.M. Day Ltd are willing to engage with this type of dispute resolution. For details of this service you can call the dedicated Code Advisory and Conciliation Service Consumer Advice Line on 0345 241 3008, submit an enquiry or complaint via the website www.themotorombudsman.org or write to The Motor Ombudsman, 71 Great Peter Street, London, SW1P 2BN.
Clause 14.10 applies to Business Customers only
14.10. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 14 days' written notice to the affected party.