Terms and Conditions for the Supply of Goods and Services

19 October 2016

TVC Parts Limited is a company registered in Northern Ireland, no. NI 064740, with its registered address at Unit 2 Windsor Business Park, Boucher Place, BT12 6HT. VAT registration no. GB232 1125 65

Telephone: 028 9066 7755 Email: psandford@tvcparts.com

In this document references to “we”, “us” and “our” relate to TVC Parts Limited and references to “you”, “you” and “your” relate to the Customer.

1 GENERAL

Any acceptance by us of an order by you is subject to the following conditions. If your order form contains printed conditions such conditions are accepted only in so far as they are not inconsistent with our terms and conditions as set out below. We accept an order by you on the earliest of our written acknowledgement of your order or our delivery of goods to you.

2 PRICES

Whilst we endeavour to adhere to our published prices we reserve the right to amend them to those ruling at the date of dispatch. All prices exclude VAT unless otherwise stated. VAT will be charged at the current U.K. rate.

3 PRODUCT INFORMATION

(a) Any application lists, catalogues, descriptions, information or advice provided by us in respect of goods is as accurate as possible although is for illustrative purposes only. In all instances it is your responsibility to assure yourself that the parts supplied are suitable for the application involved.

(b) Goods supplied will conform in all material respects to their description or to any sample or specification provided to and accepted by us. We reserve the right to amend any design or specification without prior notification provided that it does not adversely affect the performance of the goods.

4 PATENTS

We cannot be held responsible for any infringement of patent or copyright on the part of our suppliers or customers in the event of parts being supplied to their design.

5 CARRIAGE

Unless otherwise stated deliveries of orders will be made at no charge.

6 ORDERS

Whilst we use our best endeavours to fulfil orders made by you, we will not be liable for any failure in the performance of any of our obligations to you caused by factors outside our control including (without limitation) strikes, lockouts, shipping delays, fire, war, etc. In such an event you will have no claim against us for any loss or damage which may result.

7 PAYMENT TERMS

Payment is to be made on delivery, unless prior arrangements have been made to open an account authorised by a Director of the company in writing. We reserve the right to charge daily interest on overdue accounts at the rate of 5% a year above the Bank of England base rate from time to time in force and interest will apply from the due date for payment until actual payment in full, whether before or after judgement, plus any legal or other costs incurred in the collection of such outstanding debts.

8 DELIVERY OF GOODS AND RETENTION OF TITLE

(a) Goods are delivered to you and at your risk at the earliest of when we physically deliver them to you or make them available to you for collection at a location agreed by us.

(b) Time of delivery will not be of the essence and any delivery date is an estimate only. You will have the right to cancel any order without liability to us if delivery has not taken place more than 30 days late after the time specified by us.

(c) Unless you are a Consumer, any claim that any goods have been delivered damaged or do not materially comply with their description must be notified by you to us and (where appropriate, to the carrier) within 7 days of their delivery. Provided that you return such goods to us within a further 14 days after notification, we will at our sole discretion replace such goods, issue you with a credit note for the price of such goods or refund the price paid for such goods. The provisions of this clause 8(d) set out your sole remedy in such circumstances.

(d) Any claim that goods have not been delivered to you by us must be notified by you to us within 7 days of their expected delivery.

(e) If you fail to take delivery of any goods at the time agreed for delivery then we will be entitled to cancel or suspend such delivery and all other outstanding deliveries and to charge you for the loss suffered. It is your responsibility to provide the means for unloading goods from our vehicles on delivery.

(f) Notwithstanding delivery, title in the goods shall remain ours until we have received payment of the full price of (i) all goods the subject of this contract and (ii) all goods supplied by us to you under any other contract whatsoever.

(g) You shall nevertheless be entitled to deal with goods in which we retain title in the ordinary course of business provided that: (i) any such sale will be a sale of our property on your behalf; (ii) you shall first dispose of the goods that you have paid for and any payments received by us from you shall first be appropriated to goods disposed of by you; (iii) until property in the goods passes to you, you shall hold the goods as bailee for us and shall store the goods in such a way that they are readily identifiable as our property; and (iv) you shall also maintain the goods in satisfactory condition and keep them insured on our behalf.

(h) In the event of an Insolvency Event (as defined herein): (i) all sums payable by you to us under this or any other contract shall become immediately due and payable; (ii) you shall cease to be entitled to sell, use in manufacture or otherwise deal with any goods; (iii) we shall be entitled to recover and resell any goods that we retain title in (without prejudice to our right to damages) and for that purpose you hereby irrevocably grant us our servants or agents the right to enter your premises for the purpose of removing the goods; and, (iv) we shall be entitled to stop all further deliveries of goods to you under this or any other contract.

(i) For the purposes of this clause 8, an Insolvency Event occurs if:

(i) you (being an individual) have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency in any jurisdiction; or,

(ii) you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under this contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 103 of the Insolvency (Northern Ireland) Order 1989 or you cease to trade; or (iii) you encumber or in any way charge any goods to which we retain title; or (iv) anything analogous to the foregoing occurs in any jurisdiction.

9 GUARANTEE

(a) All products are supplied and guaranteed by the manufacturer in accordance with manufacturer’s specifications. Any item which is proved and admitted by the manufacturer to be defective during the relevant warranty period due to material or structural defect will be replaced free of charge or credited in full at our discretion. Under no circumstances will we accept liability for consequential loss or damage or pay for any repairs or alterations without prior authorisation. In the event of a guarantee claim, notification must be both verbal and written immediately a fault is discovered. You must provide full particulars to enable us to verify the claim. Wherever possible parts are to be returned to us accompanied by the appropriate paperwork, carriage paid, for inspection by us or manufacturer.

(b) Goods sold by us to Consumers must be of satisfactory quality and fit for purpose as required by consumer law.

(c) We shall have no liability to you in respect of any defect arising from wear and tear, wilful damage, negligence, tampering of goods, incorrect fitting or ordering of goods or failing to follow the manufacturer’s instructions.

10 COMPLAINTS

Complaints and queries: We always try to offer a first-class level of service. If you are not happy with any aspect of our service or if you have any queries or comments then please let us know. You can contact us by e-mailing psandford@tvcparts.com or in writing to TVC Parts Limited, Unit 2 Windsor Business Park, Boucher Place, Belfast BT12 6HT.

11 RETURNS POLICY

(a) With the exception of electrical goods (which are non-returnable), returns are accepted within two working days of delivery if you change your mind or are not happy with your item for any reason provided that the goods are returned in a resalable condition, clean, undamaged and with the original packaging clean and intact and together with a copy of the delivery note or invoice as proof of purchase.

(b) All credits for returned goods can only be done on return of the original goods to us and will be via your original payment method.

(c) In all cases where an item is to be returned, it will be at your cost unless previously agreed with us. Return postage costs will only be refunded if the return has been made necessary because of an error by us. If you receive an incorrect product from us, please notify us as soon as possible. We will endeavour to replace any incorrect item as fast as possible.

(d) We will not accept responsibility for loss or damage of goods during return transit; please ensure that appropriate insurance cover is selected where possible.

(e) In all cases, refunds can only be issued once we receive the unwanted or faulty goods back. If you wish to return any item then you must return the goods to the branch from which the purchase was made or send the goods to the following address: TVC Limited, Unit 2 Windsor Business Park, Boucher Place, Belfast, BT12 6HT.

(f) If you are a Consumer and faulty goods have been supplied by us to you, you may ask for a repair or replacement or seek a refund within 30 days of delivery of the faulty goods. You must return the goods to the branch from which you purchased them at your own cost. In this clause 11(f) goods are not considered faulty if the defect was brought to your attention before the sale, if you examined the goods before purchase and the defect was obvious, if you chose the goods for a purposes for which the goods were not suitable and/or where the faults appear as a result of fair wear and tear.

(g) If you are not a Consumer and faulty goods have been supplied by us to you, you may ask for a repair or replacement or seek a refund within 5 days of delivery of the faulty goods. You must return the goods to the branch from which you purchased them at your own cost. In this clause 11(g) goods are not considered faulty if the defect was brought to your attention before the sale, if you examined the goods before purchase and the defect was obvious, if you chose the goods for a purposes for which the goods were not suitable and/or where the faults appear as a result of fair wear and tear

12 CONSUMER RIGHTS APPLICABLE TO CONSUMERS BUYING GOODS BY TELEPHONE OR MAIL ORDER

Clause 12 only applies if you are a Consumer AND purchasing goods at a distance i.e. by telephone or by mail order.

(a) You may cancel a contract at any time within 14 days, beginning on the day after you receive the goods (the ‘Cooling-Off Period’). If you want to cancel the contract within this Cooling-Off Period a refund (or, if you require and we facilitate, an exchange or replacement) will be provided.

(b) To cancel an order under this contract, you must: (i) inform us in writing (you may wish to use the Model Cancellation Form which appears at the end of this document); (ii) return the goods to us in the same condition in which you received them with the original packaging and the product documentation, and at your own cost and risk. The goods must not have been used and, where applicable, must not have been removed from the sealed clear packaging; and (iv) provide proof of purchase in the form of our invoice for the original supply of such goods.

(c) Nothing in this clause affects your statutory rights.

13 DATA PROTECTION

(a) We are committed to the fair and proper processing of all personal data held about customers. In the course of our dealings with you, you may provide us with personal data (which may be used to identify you), such as name, address and contact details. This clause 13 sets out the basis on which your personal data will be held and processed by us.

(b) We, or our appointed representatives, may use your personal data in the following ways: (i) to provide the products, services and/or information that you have requested from us; (ii) to send you important safety information (for example if there is a problem with a part); (iii) to ask for your opinion about our products and/or services and to help improve our products and services, including by contacting you to ask you to complete customer satisfaction surveys; (iv) to provide you with information about other products and services that we believe may be of interest to you where you have consented to us contacting you for these purposes; (v) to prevent and detect fraud and money laundering; (vi) to collect debts owed by you to us; and (vii) for customer analysis, profiling and research purposes.

(c) We may share your personal data in the following ways: (i) with any Group Company offering vehicle products and services (e.g. NI Trucks Limited and Star Rentals Limited) to enable those companies, where you have consented, to send you information about products and services that the relevant Group Company believes you may be interested in; (ii) with a purchaser of our business; (iii) with any third party to whom we assign our rights under any agreement we have with you to enable them to exercise those rights; (iv) where we are required to disclose information for legal or regulatory purposes; and (v) in connection with legal proceedings or in the course of exercising our legal rights.

(d) We may use service providers or other third parties (including any Group Company) to process your personal data on our behalf and this may involve transferring the Customer’s personal data to locations outside the UK and the European Economic Area, where data protection laws may not be as strict as they are within Europe. If we do this, we will always do so in a manner that is consistent with all appropriate rules and regulations and seeks to ensure the safety and security of customers’ data.

(e) With your consent, we and our Group Companies offering vehicle products and services (e.g. NI Trucks limited and Star Rentals Limited) would like to use your personal data to contact you (either directly or via our selected third parties) for marketing purposes in relation to products or services which we and those Group Companies think may be of interest to you. If you consent to us and our Group Companies contacting you for marketing purposes, please tick below to indicate your preferred method of contact (More than one box may be ticked):

Post [ ] Email [ ] Telephone [ ] Text message [ ]

(f) You have the following rights in relation to your personal data held by us: (i) the right to ask us not to process your personal data for marketing purposes; and (ii) the right to access personal information held about you. To exercise either of these rights, you must write to us at Unit 2 Windsor Business Park, Boucher Place, Belfast BT12 6HT or email psandford@tvcparts.com with the subject “Privacy”. Any such request may be subject to a fee of £10 to meet our costs in providing details of the information held. If you have any questions about how we use personal data please contact us psandford@tvcparts.com

14 LIMITATION OF LIABILITY

(a) The following provisions set out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you arising out of or in any way related to the contract.

(b) Unless you are a Consumer, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from this Contract.

(c) Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or for fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

(d) Subject to clause 14(c), we will not be liable to you for any indirect or consequential, special or punitive loss, damage, costs or expenses, loss of profit, loss of business, loss of income or revenue, waste of management or office time or depletion of goodwill.

(e) Subject to clause 14(c), our total liability to you under or connected with this contract will not exceed 125% (one hundred and twenty five per cent) of the price payable for the goods for any one event or series of connected events.

15 OTHER

(a) These terms are incorporated into the contract between us at the exclusion of all other terms and conditions and supersede all prior dealings between us in relation to the subject matter of the contract.

(b) No variation or amendment of this Contract will be valid unless in writing and signed by you and our authorised representative.

(c) In these terms and conditions references to “Consumer” and “Consumers” are interpreted as referring to an individual or individuals who is not purchasing from us for the purpose of a business or trade.

(d) In these terms and conditions references to “Group Company” means any holding company of TVC Parts Limited or any subsidiary company of TVC Parts Limited or of any such holding company and the expressions “holding company” and “subsidiary company” shall be construed as defined in section 1159 of the Companies Act 2006.

(d) This Contract will be governed by the law of Northern Ireland and any dispute arising out of or in any way connected to it shall be subject to the exclusive jurisdiction of the Courts of Northern Ireland.

© 2016