The terms and conditions as well as the explanations, from time to time given in any FAQ link on this website (the "FAQ"), and those additionally stated on any Order set out herein constitute the entire agreement between:

(i) us, and/or the contracting party(s), depending upon Your jurisdiction, specified from time to time on each Order if and when accepted by us at or sole discretion ("Us", "We", "Our");

and

 

(ii) you, a party submitting an Order to Us "User", "You", "Your");

(jointly the "Parties").

 

Subject to the terms and conditions set out below, We agree to provide the various Services to You in relation to each Order (the "Agreement").

And it is hereby agreed as follows in this Agreement:

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Terminology

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As, and unless otherwise defined in this Agreement, the following terms shall have the following meanings:

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Costs - shall mean the cost of each Vehicle purchased by You the subject of an Order, being the amount less any VAT Deduction;

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Customer - shall mean a customer of Yours that purchases a Vehicle from You;

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Fees - shall mean the costs incurred by Us in procuring, purchasing, collecting, storing, insuring (including full marine insurance which is obligatory with regard to all Vehicles unless otherwise agreed via the Platform), shipping costs, import and customs duties and other miscellaneous import, export or other processing costs of any nature incurred by Us with your consent pursuant to an Order; 

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HMRC - shall mean His Majesty's Revenue and Customs in the United Kingdom (also covering the Isle of Man);

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Logistics Provider - shall mean a vehicle transport company that collects vehicles using (unless otherwise agreed with respect to each Order) a driver who drives the vehicles to the Shipping Port;

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Order - shall mean an order for goods and/or Services via the Platform placed with Us by You, each forming a separate agreement;

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Platform - shall mean the online digital portal to which access is granted to You on request, once approved by Us, for the purpose of You placing Orders with Us;

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Services - shall mean the various services set out in herein (the "Services") to You in relation to each Order;

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Shipping Port - shall mean the port from where Vehicles shall be shipped to You;

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SOR Vehicles - shall mean any vehicle within the United Kingdom or Isle of Man that You wish to purchase via the Platform where the Cost and all Fees are payable by You on a deferred basis until such time as such vehicle is sold by You to a Customer;

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Stock Vehicle - shall mean any vehicle within the United Kingdom or Isle of Man that You wish to purchase via the Platform where the Cost and all Fees are prepaid by You in advance via the Platform;

Supplier - shall mean a supplier from whom you wish to purchase a Vehicle the subject of an Order; 

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VAT Deduction - shall mean an amount of:
(i) VAT that We will pay to a Supplier in respect of a Vehicle that is either a UK or Isle of Man VAT qualifying where the Supplier will not supply the Vehicle net of VAT as an export sale;
(ii) 1/6th (or other such amount from time to time set out by HMRC) of the amount We will pay to a Supplier in respect of a second-hand (used) non-VAT qualifying;
in respect of each Order, the amount of which We will reclaim from HMRC having incurred and paid it on account to the Supplier.

Vehicles - shall mean Stock Vehicles and SOR Vehicles, the subject of an Order.

1.    General terms

1.1    In the event of any conflict as between the terms and conditions set out below and any interpretation, meaning, or examples given in the FAQ or an Order, the terms and conditions (and any Collateral Terms) stated in the Order shall take precedence, followed by the terms and conditions set out herein and then any interpretation set out in the FAQ (which is for assistance only).

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1.2    You may only place Orders for Vehicles where you are currently resident and trading as a car dealer within the European Union or within Northern Ireland.

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1.3    The vehicles the subject to an Order shall, unless otherwise agreed in writing via the Platform, always be Stock Vehicles and may only be SOR Vehicles when approved via the Platform by Us, at your request and at our sole and absolute discretion.

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1.4    Each Order that You submit to Us may be accepted by Us subject to additional terms, costs and criteria (the "Collateral Terms") and shall not become binding on the Parties until such time as we have accepted your Order and you have accepted any Collateral Terms via the Platform which together with the terms and conditions set out here shall form our agreement with you, in relation to each Order ("Acceptance").

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1.5    When you submit an Order request for a SOR Vehicle we will confirm the fee amount that We will pay You for selling Our SOR Vehicles at Your risk, cost and expense, typically represented as either a percentage of the gross margin unless otherwise stated (the "Sellers Fee").

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1.6    For the purpose of procuring Our Acceptance as set out above, when submitting an Order to Us, which we may accept or decline at our sole discretion, please ensure that Your valid certificate of motor trade insurance and schedule is uploaded to the Portal and clearly identifies Your business (full name and any company, partnership or other business details) ("Your Details"). You must notify Us of any change to Your Details forthwith, noting our interest thereon in respect of any SOR Vehicles.

1.7    In respect of Orders for:
(i) SOR Vehicles, each SOR Vehicle you wish to procure for sale shall be purchased by Us at Your request from a Supplier and you shall be liable for the Cost (less any VAT Deduction) plus the Fees, less the Sellers Fee once the SOR Vehicle is sold by you, or on a future date agreed in the Order.  You shall respect our retention and ownership of each SOR Vehicle at all times;

(ii) Stock Vehicles, each Stock Vehicle you wish to purchase shall be purchased by Us at Your request from a Supplier (and then invoiced and sold to You) at the price You have agreed with the Supplier (and We have approved) and you shall pay the Cost (less any VAT Deduction) plus the Fees, in advance and on account as set out on the Portal (the "Prepayment");

once We have accepted an Order and in respect of a Stock Vehicle are in receipt of the Prepayment, We shall instruct the Logistics Provider to collect the Vehicle(s) from the Supplier(s) whereby payment shall be made to the Supplier once the Logistics Supplier confirms that they appear able to take possession of said Vehicle(s). 

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1.8    All Vehicles purchased and Prepayments (or parts thereof) made by Us to Suppliers as set out in this Agreement shall be at Your sole and absolute risk and liability and You hereby hold harmless and indemnify Us (without limitation to cause, quantum, time or amount) in respect of any and all loss sustained or otherwise incurred (whether directly and indirectly) in relation thereto, as specified in clauses (7) and (8) below. For the absolute avoidance of any doubt, You acknowledge that You have selected, agreed a price, for each Vehicle with the Supplier, without any guidance or advice from Us and You understand that the indemnity afforded to Us, as set out herein, means that You cannot bring any claim against Us (or Our agents or assignees, directors, employees or like person) with respect to the Vehicles save that any claims that you seek to pursue with regard to a Vehicle shall be brought by You directly against the Supplier in accordance with Our assignment to You of such rights which We shall, in so far as exist, assign to You by way of a legal assignment (and not a right of subrogation) thereof any such rights, upon Your reasonable request (not to be unreasonably withheld by Us) in the sum of £1.00 (the "Legal Assignment of Claims"), this being your sole and exclusive remedy against Us.

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1.9    Any claim that You wish to prosecute with respect to a Vehicle, including without limitation its condition, value, performance etc (or as to rights as to any representations made by a Supplier, or any other party with regard to a Vehicle) that We may, at law, be capable of prosecuting as against the Supplier, the same having been assigned to You under the Legal Assignment, shall only be prosecuted by You as against the Supplier, to the absolute exclusion of any and all other remedies of any kind whatsoever that you might have as against Us or anyone else which you undertake to prosecute at your absolute, sole and exclusive cost and risk, with no right of subrogation, and you hereby hold us harmless and indemnify us the same without limitation to point of reference in time as to any such claim, costs, expense (including court costs, your own, and your opponents, counsels, legal costs and disbursements along with any award of damages or other judgement or imposition, direction or order of any kind whatsoever of any court, tribunal or arbitrator whatsoever anywhere in the world).

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1.10    Each Vehicle supplied to You shall be collected, stored, handled, insured (including marine insurance) and exported by Us using our various partner suppliers only.

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1.11    In the event that in HMRC's absolute opinion a Vehicle has not been properly exported from the UK and/or imported into your jurisdiction/destination country, resulting in HMRC rejecting a claim for the VAT Amount that We have either (i) attempted to recover; or (ii) already recovered from HMRC, then in so far as the issue relates to or results from any action, or inaction, by you, then You will indemnify us and repay such VAT Amount to us immediately. You shall then provide corrective information and documents to the satisfaction of both Us and HMRC via the Platform, which when accepted by HMRC in respect of which HMRC then make a payment of the VAT Amount (or other such amount in lieu and settlement thereof) then, and only then, shall we pay that amount to you, if applicable and appropriate.

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1.12    SOR Vehicles supplied to You shall, along with all accessories, remain, at all times, Our absolute property and at no time shall title therein be transferred to You, or any other party whatsoever, without express written consent, all to be issued electronically as between You and Us via the Platform. We may remove SOR Vehicles from You during normal business hours at Our absolute and sole discretion and without notice or cost to Us.

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1.13    When You have a buyer of a SOR Vehicle, and We have approved their offer via the Platform (full details having been provided to Us by You via the Platform) (the "Buyer"), the full sale price (irrespective of any finance or part exchange) shall be immediately paid direct to Us as specified by Us from time to time (the "Payment"). We will forthwith pay to You any netted fee/commission that has been agreed with You in an Order, or as otherwise modified by Us upon acceptance of such an offer by a Buyer. You shall not provide the SOR Vehicle, or any of its accessories, to the Buyer, their agent, or any other party whatsoever, at any time, without Our confirmation in writing as set out herein which shall predicate at all times upon Our written confirmation to You of confirmation of receipt of funds direct from Your Buyer. In the event that We agree to funds being paid via You, for example this may be necessary in the event that You are accepting a part-exchange, or finance, then the contents of this clause shall still prevail in that You may not release the SOR Vehicle to the Buyer (or other said parties as set out herein) unless and until We confirm to You, in writing via the Portal, that We are in receipt of (i) cleared funds in the full sale value (allowing for any part exchange, so that the full value of the part exchange is also paid to Us) from You in relation to the SOR Vehicle; and (ii) a full copy or the original sales invoice provided by You to the Buyer with respect to the SOR Vehicle.

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1.14    When SOR Vehicles are supplied to You, We may, at Our sole discretion, retain the spare key, wheel locking nuts and/or any and all other accessories, which We shall provide to You for handover to a purchaser once We have approved a sale. We may also register the Vehicle(s) with 'HPI' (in the United Kingdom) or other such registry, authority or like organisation that records any financial or other interest in vehicles, or take other such steps to preserve and protect Our interest and property title therein in any way that We seek fit, which may include the fitting of a real-time anti-tamper tracking device that you shall not remove or deactivate, or allow or cause to be deactivated without our prior written consent via the Platform, without notice.

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1.15    We retain the right of audit of any and all SOR Vehicles held by You as Well as any records maintained by You in relation to a sale of a SOR Vehicle and hereby irrevocably authorise Us, at no cost or expense to Us, to enter Your property/premises for this purpose and so as to take such copies of said documents as We deem fit and appropriate, during business hours (without notice) at no cost or expense to Us.

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1.16    You shall insure, keep insured, clean and keep clean and in showroom condition only at an address approved by us in the Order, all SOR Vehicles in Your possession at Your sole and exclusive cost. We shall cover any statutory registration, import duty and related direct costs (at cost without any mark-up or commission being payable to You, in other words at cost price) in so far as in each case You have obtained Our prior written approval in relation thereto by email.  You shall cover and all other costs, including servicing costs, until each SOR Vehicle is sold in accordance with this Agreement.

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1.17    We will bear no other costs, and/or incur no liability of any kind, to You or any third party, other than for payment of the Sellers Fee upon conclusion of the sale whereby We are in receipt of full cleared funds with respect thereto.

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1.18    In the event of any damage of loss to a SOR Vehicle You shall notify Us immediately and take all such steps to preserve the SOR Vehicle and its accessories. You shall make good to Us any loss, damage (including any consequential loss) and use authorised repairers, original parts and fully qualified professional labour supplied by a main dealer at Your exclusive cost and expense (in full and without delay with time being of the essence), in each case to be authorised by Us in writing. We may take over Your obligations at Our absolute and sole discretion whereby You shall remain fully liable for the provisions of this clause, and Agreement.

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1.19    You shall asset no lien, nor shall You enable any other party to acquire or assert a lien (of any kind) over a SOR Vehicle at any time whatsoever. In the event that a third party asserts a lien, You shall report the same to Us immediately and ensure that it is discharged immediately at Your full risk. We may take over Your obligations at Our absolute and sole discretion whereby You shall remain fully liable for the provisions of this clause, and Agreement.

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1.20    You shall pay Us two and a half percent (2.5%) interest over the European Central Bank base rate per month, or part thereof, interest on any monies owed, or otherwise payable, to Us.

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1.21    All payments required to be made by You to Us, Our agents or assignees (including HMRC) as set out in this Agreement (or as otherwise falling due to Us from time to time) shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim.

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1.22    You shall not assign Your rights, part with, or interfere with the SOR Vehicles, their trackers or immobilisers, or any rights, title and/or property therein, at any time and You understand that We may, confidentially or otherwise, assign Our rights, title and/or property in any Vehicles, accounts receivable or any other rights to any party at Our sole discretion and may notify You only where it is appropriate to do so.

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1.23    You may not use, or continue to use this Website, Our Platform, or Services, deal with Our SOR Vehicles or other property, or rights therein (without limitation, including whether as an agent, reseller, dealer, importer, exporter etc) unless You agree to be bound by this Agreement. Using and continuing to use this Website, Our platform, or any and all Services provided by Us from time to time shall confer your absolute acceptance and agreement to be bound by this Agreement without limitation to point of reference in time in relation to each Order.

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1.24    You may not grant third party access to Our Platform at any time, or use the Platform or the Services other than for your own business use.  In other words, you may not broker, sub-license, or otherwise allow the Platform or Services to be used by any other party whatsoever, whether directly or indirectly.

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1.25    You may not reverse engineer, decompile or use (in any way whatsoever) any aspect, part, element, block of code, sub-routine, legal, financial or other process, procedures, knowledge (or any other piece of knowledge, know how, process or information) from this website or the Platform, all of which is Confidential Information. You shall take all such steps within your reasonable control to keep such Confidential Information confidential and secure.

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1.26    You shall take all reasonable precautions to limit, control, protect and monitor who has access to, and uses our Services and/or the Platform taking into account, and acknowledging that you remain fully liable, without limitation, to and for any and all Orders placed, costs and/or or losses incurred in respect thereof, irrespective of whether this was with your proper authority or not. To assist you protect access to our Platform we enable two-factor authentication and strongly suggest that this is not disabled, despite any restrictions on use and access this might involve and at face value present.

2. Data Protection
2.1    We undertake to keep all of Your (and Your Buyers) information confidential and secure and not to disclose it other than to Our professional advisors as required to give effect to this Agreement or in the course of Our business or as required pursuant to any regulations or as otherwise ordered by a Court of competent jurisdiction.

3. Compliance
3.1    You hereby warrant that You will not use, or allow to be used, Our Platform, SOR Vehicles or Our name, in such a way that infringes any regulations or laws of any kind, anywhere in the world where the Vehicles may be used or for the purpose of false advertising, unfair trade or competition, defamatory or libellous behaviour or for the purpose of invasion of any persons privacy.

4. Waivers
4.1    No delay by Us in enforcing any rights under this Agreement shall be considered a waiver of such right, or future rights. We reserve all rights under this Agreement to the full extent possible at Law.

5. Termination
5.1    We may terminate this Agreement at any time, with immediate notice and effect, taking back Our SOR Vehicles and their accessories forthwith at your cost, risk and expense. You may terminate this Agreement at any time, where You have no SOR Vehicles presently for sale, or where You do have Vehicles for sale, provided that they, and their accessories, have been fully returned to Us, in the condition upon which We supplied them to You, at Your cost, risk and expense.

6. Representations and Warranties
6.1    You warrant that You have entered into this Agreement with full capacity to do so. You also warrant that You have the means to meet Your obligations pursuant to this Agreement, and are solvent with the cash reserves to continue your business operations and meet all present and future obligations for a minimum period of six (6) months.

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6.2    You further warrant that by entering into this Agreement You are not in breach of any other agreements, local or other laws and where any licenses are required for You to enter into this Agreement that You hold such licenses and shall continue to hold them for the duration of the Services, thereby terminating the Agreement should any such license be revoked or otherwise terminated.

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6.3    This Agreement constitutes the entire agreement of the Parties hereto and supersedes all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the Parties with respect to the subject matter hereof.

 

7. Disclaimer & Liability
7.1    You understand and accept that due to the nature of this Agreement and Your purchase of Stock Vehicles and control of Our SOR Vehicles, that You are solely liable for any damage, harm, including any loss (including without limitation any legal costs and disbursements) to any party whatsoever and without limitation. You hold Us harmless and indemnify Us, and shall continue to hold Us harmless and indemnify Us, against and with respect to any such loss, without limitation to point of reference in time irrespective of the termination of this Agreement for any reason whatsoever. You shall take out, hold, and maintain, noting Our interest as requested by Us, comprehensive road-risks and other liabilities insurance with respect to the risks herein contemplated with an insurer of repute at all times.

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7.2    We will not be liable to You, other than for any direct, indirect, incidental, special, consequential or exemplary damages, for the avoidance of doubt including any loss of profit, reputational harm or loss, loss of goodwill, loss of use, loss and/or corruption of data whether as a consequence of the Vehicles or their use or any other matter or side effect in relation thereto, even if any party has been advised of the possibility of such damages. Nor will We be liable for any imposition, any cost, claim, expense, legal fees (including counsel's fees and/or disbursements), compensation (reimbursement or otherwise), or damages in connection with Your use, or sale of, the Vehicles, including Your failure of ability to use or sell the Vehicles (whether in whole or part and for any period of time and reason whatsoever).

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7.3    Your liability to Us shall extend to the provisions set out in this Agreement and anything else that causes Us to sustain loss or damage as a result of Your negligence or fraud.

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7.4    Nothing in this Agreement limits either party’s liability for personal injury or death save as is limited to the maximum extent permissible by law.

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7.5    Nothing in this Agreement shall, save as for Your payment obligations, render either party liable to the other by any reasons of any cause that is beyond the other parties control (an event of "Force Majeure").

8. Indemnity
8.1    You hereby agree to hold Us, Our subsidiaries, parent, directors, owners, agents, contractors, partners, employees and affiliates, harmless from and as against any claim, liability, damages, loss, cost and expense (including legal fees, counsel's costs and disbursements) with respect to:
(i) any information You provide to Us pursuant to this Agreement;
(ii) Your conduct and/or use of the Vehicles;
(iii) any breach by Your of this Agreement;
(iv) any dispute between Us or any other User of the Vehicles
(v) any dispute between You and a Buyer or Supplier;
(vi) any regulatory breach or other dispute in which We become involved as a result of Your use of the Vehicles;
(vii) any matter of any kind in which We are put to cost to respond, reply or deal with any matter as a result of Your use of the Vehicles at a rate of £250 per hour or part thereof when incurred by Us directly, or on an indemnity basis when incurred by Us where We have appointed an advocate or other legal professional in conduct of any matter.

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8.2    The contents of this clause shall survive termination of this Agreement without limitation to point of reference in time.

9. Notices
9.1    Any notice given by Us or You shall be given via email via the Platform.

10. Severability
10.1    Any term of this Agreement that shall be deemed illegal or unenforceable shall be redacted from this Agreement without affecting any other term or condition of this Agreement, save that if such in Our opinion term as redacted shall render this Agreement unworkable then the Agreement shall be terminated and all SOR Vehicles returned to Us immediately (at Your cost, risk and expense).

11. No agency, partnership or third party rights
11.1    Nothing in this Agreement shall construct or otherwise create a joint venture, partnership, agency, or other such relationship (of any kind) between the parties. Neither shall either party have the power or right to bind or otherwise represent the other. Nor shall this Agreement confer any benefit on, or be enforceable by, any person that is not a party to this Agreement.

12. Confidential Information
12.1    Each party hereto ("Disclosing Party") may disclose to the other party ("Receiving Party") non-public information in connection with the performance of this Agreement including, without limitation, trade secrets, plans for products or services, Our supplier lists, details of how our Services work, marketing plans, financial documents or data, and designs which it maintains as proprietary or confidential ("Confidential Information"). Both parties shall use the Confidential Information of the other party solely to perform the Services, and all Confidential Information shall remain the sole property of the Disclosing Party.

 

12.2    The Receiving Party shall hold the Confidential Information in strict confidence and shall not make any disclosure of the Confidential Information (including methods or concepts utilised in the Confidential Information) to anyone during the Term and for a period without limitation to point of reference in time thereafter without the express written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who have taken Services which is no less protective of the Disclosing Party’s Confidential Information than this Agreement.

 

12.3    Each of the parties shall use the same degree of care as it uses to maintain the confidentiality of its confidential information of a similar nature, which shall in no event be less than reasonable care.

 

12.4    Both parties acknowledge that the remedy at law for any breach or threatened breach of the provisions of this section may be inadequate, and that the non-breaching party, in addition to any other remedy available to it, shall be entitled to seek injunctive relief without proof of irreparable injury and without posting bond.

13. Variations
13.1    We may modify this Agreement by updating this Webpage and notifying You via the Platform by email ("Notice"). Such modifications shall be in good faith and apply immediately to this Agreement and existing Orders only such as to give rise to any changes in law, good industry process (or recommendations by a trade recognised trade body, authority or government in a jurisdiction in which we operate) or to correct mistakes or clarify anomalies.

 

13.2    Any other modifications shall still apply immediately to this Agreement but shall only apply to new Orders, such as to give rise to any changes in our pricing, terms of Service and so forth.

14. Entire Agreement
14.1    This Agreement shall take precedence at all times in relation to any conflict that arises out of this Agreement, an Order, the Privacy Policy, FAQ or any other terms discussed, or emails exchanged, and for the avoidance of any doubt this Agreement is the entire, final, complete, and fully integrated agreement between You and Us with respect to the subject matter hereof and supersedes any and all prior agreements or communications between You and Us, whether written, oral, electronic or otherwise.

15. Jurisdiction and Governing Law
15.1    This Agreement and any claim or dispute arising hereunder shall be subject to Guernsey law and the jurisdiction of the Guernsey Royal Court, save that We may bring proceedings against You subject to:
(i) the law of either in Guernsey, the UK or any other jurisdiction in which you are, or have been, resident and/or operate, or have operated; and
(ii) the jurisdiction of either in Guernsey, the UK or any other jurisdiction in which you are, or have been, resident and/or operate, or have operated.

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Last updated: 29 March 2024 (C) VATAXIA.COM, All rights strictlyv reserved.