- 1.1 In these conditions, unless the context otherwise requires:
“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Conditions” the standard terms and conditions of sale set out in this document as amended from time to time in accordance with Condition 2.6;
“Contract” the contract between us and you for the sale and purchase of the Parts formed in accordance with these Conditions;
“Exchange Unit” a Part sold by us pursuant to our exchange unit programme;
“Exchange Unit Return Conditions” the return conditions set out at: tps.trade/exchange-parts-returns that apply in respect of parts returned to Our Agent in connection with a purchase of an Exchange Unit as issued by us from time to time;
“Force Majeure Event” an event or circumstance beyond a Party's reasonable control that prevents a Party from complying with its obligations under these Conditions (other than an obligation to pay money);
“Group” as regards a company, that company’s ultimate holding company and each of its and its ultimate holding company’s subsidiaries from time to time (the terms “holding company” and “subsidiary” having the meaning given to them in section 1159 of the Companies’ Act 2006);
“Order” your order for the Parts, as set out in your telephone, email fax or website order or placed in store at Our Agent;
“Our Agent” the Volkswagen Group Trade Parts Specialist (TPS) Centre from which the Parts are supplied;
“Party” each of you and us and “Parties” means both you and us;
“Parts” genuine parts, accessories and tools for Volkswagen Group Motor Vehicles that are manufactured by us or on our behalf and such other accessories and consumables approved and sold by us from time to time (including any of them or any part of them) as set out in the Order;
“Price” has the meaning given to it in Condition 6.1;
“VAT” value added tax chargeable under the Value Added Tax Act 1994 and any other tax of any jurisdiction based on sales of goods or services as sales taxes and similar, replacement or additional tax;
"Volkswagen Group Motor Vehicles" those motor vehicles manufactured and sold under the Volkswagen passenger cars, Volkswagen commercial vehicles, SEAT, Skoda and Audi brands;
"Volkswagen Group" us and all companies in our Group;
"Volkswagen Group Authorised Repair Network" our own network of authorised repairers;
“Warranty Period” the warranty period for the relevant Parts as specified in the Warranty Terms and Conditions;
“Warranty Terms and Conditions” the relevant warranty terms and conditions that apply in respect of the Parts, as may be varied by us from time to time, areas set out at: tps.trade/terms-and-conditions-warranty;
“we/us/our” Volkswagen Group United Kingdom Limited (registered number 00514809) whose registered office is at Yeomans Drive, Blakelands, Milton Keynes MK14 5AN; and
“you/your” the person(s) who purchases the Parts from us.
- 1.2 Interpretation:
- 1.2.1 reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
- 1.2.2 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
- 1.2.3 reference to writing or written includes faxes and emails; and
- 1.2.4 reference to person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
2 FORMATION OF CONTRACT
- 2.1 These Conditions apply to the Contract 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.
- 2.2 Each Order constitutes an offer by you to purchase the Parts in accordance with these Conditions. You must ensure that the terms of your Order are complete and accurate.
- 2.3 The Order shall only be deemed to be accepted when we deliver the Parts to you or you collect them from us, at which point the Contract shall come into existence.
- 2.4 Our employees or agents (including Our Agent) are not authorised to make any representations about any Parts supplied to you. You acknowledge, by entering into this Contract, that you will not rely on any such representation which is not contained in our packaging or promotional literature.
- 2.5 You may cancel an Order before we have delivered the Parts to you by providing us with written notice of cancellation unless the Parts ordered are for a particular vehicle (being a vehicle with a specific chassis number), in which case we shall be entitled to charge you the full Price (as defined in Condition 6.1). Subject to Condition 3, you may not cancel the Contract once we have accepted it.
- 2.6 Our Agent is not permitted to agree variations to these Conditions unless each such variation is expressly authorised in writing by us.
- 2.7 Any samples, drawings or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Parts referred to in them. They shall not form part of the Contract nor have any contractual force.
- 2.8 A quotation for the Parts given by us or Our Agent shall not constitute an offer. A quotation shall be valid for a period of 30 days from its date of issue during which period you may place an Order based on that quotation, provided that we have not previously withdrawn it.
- 2.9 You warrant and represent to us that you:
- 2.9.1 are purchasing the Parts in the course of your business and not as a consumer. Accordingly you understand that you will not have the benefit of the protection and remedies that would be available to consumers under consumer protection legislation including the Consumer Rights Act 2015;
- 2.9.2 shall only use Parts purchased from us in connection with the repair and/or maintenance of motor vehicles; and
- 2.9.3 shall not sell or offer for re-sale the Parts (or any of them) to any third party except where they are sold as part of a service provided by you to your customers (such as the provision of motor vehicle repair services).
3 YOUR RIGHT TO CANCEL PARTS ORDERED
- 3.1 When you place your Order, Our Agent will give you an approximate date when the Parts will be available for delivery or collection (whichever is sooner) and will keep you informed of any change to such date.
- 3.2 Subject to Condition 3.3, Parts can be returned for credit up to sixty days from the date of delivery or collection (whichever is sooner) and on production of the relevant invoice, provided they are in the original packaging, undamaged and in the same condition as they were in when they were delivered to, or collected by, you. All items returned between twenty-eight days and sixty days of the date of delivery or collection will be subject to a handling charge equal to 15% of the Price.
- 3.3 The following Parts may not be returned to us for credit:`
- 3.3.1 Parts which have been specially ordered by Our Agent at your request;
- 3.3.2 electrical Parts;
- 3.3.3 glass Parts;
- 3.3.4 hazardous Parts where the seals are not intact;
- 3.3.5 hazardous/explosive Parts (and any Parts included in the Dangerous Goods Act) that are not in their original packaging;
- 3.3.6 Parts that have already been used or fitted;
- 3.3.7 Parts with damaged original packaging and/or which are not in a resalable condition;
- 3.3.8 Parts which were purchased as part of a promotion or marketing campaign;
- 3.3.9 Parts which were purchased with the benefit of discretionary support from us or Our Agent through the TPS Genuine Parts Programme, the TPS Total Loss Avoidance Programme or any similar programme resulting in discounts or other support which is specific to you and/or a particular vehicle;
- 3.3.10 any Parts ordered by you for a particular vehicle (being a vehicle with a specific chassis number) including, without limitation, keys, lock barrels and wiring looms;
- 3.3.11 any Parts that we designate as tooling or workshop equipment; and
- 3.3.12 any other Parts notified to you by us or Our Agent from time to time.
- 4.1 We will deliver the Parts to you using our normal delivery service or, at your request, by making them available for collection from Our Agent. You agree to accept delivery of the Parts or to collect your Parts when you are informed that the Parts are available for collection. Delivery of Parts shall be deemed to have taken place when they are delivered to you or made available for collection.
- 4.2 Any dates given to you for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Parts that is caused by 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 Parts, or you fail to provide a safe place for the delivery of the Parts.
- 4.3 We may deliver the Parts by separate instalments. Each separate instalment will be invoiced and paid for separately. Any delay in delivery of an instalment shall not entitle you to cancel any other instalment.
- 4.4 Should you be unable for good reason to use our normal delivery service or to collect the Parts, we may arrange for delivery to take place at an address to be agreed with you. We reserve the right to charge a reasonable fee for this service.
- 4.5 If you have not taken or accepted delivery of the Parts within five (5) Business Days of the day on which we notified you that the Parts were ready for delivery then we may cancel your Order and resell or otherwise dispose of part or all of the Parts.
- 4.6 You shall inspect all Parts on delivery or collection (as applicable) and notify Our Agent within 48 hours of delivery or collection (as appropriate): (i) of any obvious defects; and/or (ii) if the part supplied is different from the Part ordered by you.
5 PROPERTY AND RISK
- 5.1 The risk in the Parts shall pass to you on completion of delivery by us or collection by you, whichever is sooner.
- 5.2 Title to the Parts shall not pass to you until we receive payment in full.
- 5.3 Until title to the Parts has passed to you, you shall:
- 5.3.1 store the Parts separately from all other parts or goods held by you so that they remain readily identifiable as our property;
- 5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Parts;
- 5.3.3 maintain the Parts in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- 5.3.4 notify us immediately if you become subject to any of the events listed in Condition 11.1.3; and
- 5.3.5 give us such information relating to the Parts as we may require from time to time.
- 5.4 If, before title to the Parts has passed to you in accordance with Condition 5.2:
- 5.4.1 there occurs any of the events referred to in Condition 11.1; or
- 5.4.2 we reasonably believe that any of the events referred to in Condition 11.1 is about to occur; or
- 5.4.3 you fail to observe or perform any of your obligations under the Contract or any other contract between you and us; or
- 5.4.4 you encumber or in any way charge any of the Parts, we may, subject to Condition 5.5 and without limiting any other rights or remedies we may have, give notice to you requiring you to promptly deliver up the Parts, failing which we may enter any of your premises or of any third party where the Parts are held for the purpose of recovering the Parts.
- 5.5 You grant to us, Our Agent, any third party agents and our employees an irrevocable licence at any time to enter any premises where the Parts are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
- 6.1 The price for the Parts will be the price set out in the Order or, if no price is quoted, the price set out in our published price list in force as at the date of delivery (“Price”).
- 6.2 The Price:
- 6.2.1 excludes amounts in respect of VAT, which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and
- 6.2.2 unless stated otherwise by us, includes the costs of packaging, insurance and standard delivery of the Parts.
- 6.3 Where Parts need to be ordered by us, we may require you to pay a deposit of a reasonable amount determined by us on account of the Price. Your deposit will be deducted from the outstanding price of the Parts and will be returned to you if you cancel your order in accordance with Condition 3.
- 6.4 To qualify for maximum discount, customers must be spending a minimum of £100,000 per annum with TPS.
- 7.1 We will invoice you for the Parts on or at any time before delivery or collection. Payment is due in pounds sterling before delivery unless you have an approved credit account with us, in which case you must pay in accordance with the terms of that account.
- 7.2 Time for payment will be of the essence.
- 7.3 If you fail to make any payment due to us under the Contract by the due date for payment, then:
- 7.3.1 you shall pay interest on the overdue amount at the rate of 4% per annum over the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount; and
- 7.3.2 we will be entitled to suspend deliveries of the Parts until the outstanding amount has been received by us and you will also be responsible for any reasonable bank charges, or other third party commission charges or other costs that we incur.
- 7.4 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
- 7.5 We may, by giving notice to you at any time up to two (2) Business Days before delivery, increase the Price to reflect any increase in the cost of the Parts that is due to:
- 7.5.1 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- 7.5.2 any request by you to change the delivery date(s) and quantities or types of Parts ordered; or
- 7.5.3 any delay caused by your instructions or failure by you to give us adequate or accurate information or instructions, or a safe place to deliver the Parts.
8 EXCHANGE UNITS
When you purchase an Exchange Unit, our invoice will include the value of an “Exchange Unit surcharge”. In the event that you return the part replaced by the Exchange Unit to a Volkswagen Group Trade Parts Specialist (TPS) Centre within 30 days of delivery of the Exchange Unit, and provided (i) such part satisfies the Exchange Unit Return Conditions and (ii) the part returned is a Volkswagen Group Original Part, then we will credit you with the amount of the Exchange Unit surcharge.
9 WARRANTY AND REPAIR
- 9.1 All Parts shall benefit from the warranty set out in the Warranty Terms and Conditions.
- 9.2 Subject to Condition 9.4, if:
- 9.2.1 you give notice in writing to Our Agent or a member of the Volkswagen Group Authorised Repair Network during the Warranty Period that the Part does not comply with the warranty set out in Condition 9.1; and
- 9.2.2 we are given a reasonable opportunity to examine and/or inspect such Part; and
- 9.2.3 you allow us to collect such Part from you or (if asked to do so by us) return such Part to us, then provided we accept (in our sole discretion) that the Part is defective and does not conform with the warranty at Condition 9.1, we shall at our option, repair or replace the defective Part, or refund the price of the defective Part in full.
- 9.3 Where, as a result of carrying out an examination or inspection of any Part pursuant to Condition 9.2.2, we find that the Part is not defective or that the defect has arisen due to those events set out in Condition 9.4, then we may charge you and you shall pay to us within 30 days from the date of our invoice a reasonable sum in respect of such examination or inspection.
- 9.4 We shall not be liable for a Part’s failure to comply with the warranty set out in Condition 9.1 where:
- 9.4.1 in the case of a defect that is apparent on normal visual inspection, you do not notify Our Agent of the same within 48 hours of delivery or collection (applicable);
- 9.4.2 the Part has not been properly installed, connected or commissioned in accordance with all Volkswagen Group and/or any relevant manufacturer standards and guidelines;
- 9.4.3 the defect in the Part has arisen as a result of a failure by you to replace any associated parts as required by all Volkswagen Group and/or any relevant manufacturer standards and/or guidelines;
- 9.4.4 the Part has been altered or repaired in any way that has not been approved by Volkswagen Group;
- 9.4.5 any instructions from Volkswagen Group (written or otherwise) as to the storage or maintenance of such Part has not been followed;
- 9.4.6 you have failed to notify us of any problem or suspected problem in accordance with Condition 9.2;
- 9.4.7 the defect has arisen as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
- 9.4.8 the Part has been used after giving notice to us in accordance with Condition 9.2;
- 9.4.9 the defect was caused by outside influences including fire, chemical, animal or vegetation damage or flying gravel;
- 9.4.10 the defect arises as a result of a fault caused by a previous repair;
- 9.4.11 the Parts have been fitted to a vehicle for which it was not specifically intended;
- 9.4.12 the vehicle has not been used in accordance with the relevant owner’s manual and/or documentation;
- 9.4.13 the vehicle has been operated long term in a country for which it has not been specified; and
- 9.4.14 the vehicle has been overburdened or used for purposes for which it was not intended (including racing and off road driving).
- 9.5 If we comply with Condition 9.2 we shall have no further liability for a breach of any of the warranties in Condition 9.1.
- 9.6 Any Parts which have been replaced will belong to us. Any repaired or replacement Parts will be liable to repair or replacement or refund for the unexpired portion of the Warranty Period from the original date of delivery of the replaced Part under the terms specified in this Condition 9.
- 9.7 Where we require to undertake an examination or inspection of any Part pursuant to Condition 9.2.2 but you require a replacement Part prior to that examination or inspection being carried out then:
- 9.7.1 we shall be entitled to charge you the Price for the replacement Part;
- 9.7.2 if, having carried out the examination or inspection, we accept that (in our sole discretion) the Part is defective then we shall issue a refund to you in respect of the Price paid by you for the replacement Part and the warranty at Condition 9.1 shall continue to apply for the unexpired part of the Warranty Period, subject to the terms of this Condition 9;
- 9.7.3 if, having carried out the examination or inspection, we find that (in our sole discretion) the Part is not defective or that the defect has arisen due to those events set out in Condition 9.3, then we shall not issue a refund in respect of the replacement Part and the replacement Part shall benefit from the warranty referred to at Condition 9.1, subject to the terms of this Condition 9.
- 9.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the Contract to the fullest extent permitted by law.
- 9.9 This Condition 9 shall apply in respect of any repaired or replacement Parts for any unexpired part of the Warranty Period.
- 10.1 Nothing in these Conditions shall limit or exclude our liability nor Our Agent’s liability:
- 10.1.1 for death or personal injury caused by negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- 10.1.2 for fraud or fraudulent misrepresentation; or
- 10.1.3 for breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979;
- 10.1.4 arising in respect of a defective product by virtue of the Consumer Protection Act 1987; or
- 10.1.5 for any act, omission or matter, liability for which may not be legally excluded or limited.
- 10.2 Subject to Condition 10.1, we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- 10.2.1 any loss of profit;
- 10.2.2 loss of business;
- 10.2.3 third party claims (including those made by your customers);
- 10.2.4 any indirect or consequential loss arising under or in connection with the Contract including any expenses or costs incurred by you or your customers such as car hire costs, professional services fees, fuel costs, hotel costs; or
- 10.2.5 any other sums that you were unable to charge for or recover from your customers.
- 10.3 Subject to Condition 10.1, 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 100% of the Price of the relevant part.
- 11.1 Without limiting its other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if:
- 11.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) you fail to remedy that breach within 15 days of that being notified in writing to do so;
- 11.1.2 you fail to pay any amount due under the Contract on the due date for payment and remain in default not less than 7 days after being notified in writing to make such payment; or
- 11.1.3 you take any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business; or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
- 11.2 Without limiting our other rights or remedies, we may suspend provision of the Parts under the Contract or any other contract between you and us if you become subject to any of the events listed in Condition
- 11.1, or we reasonably believe that you are about to become subject to any of them.
- 11.3 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest. Termination of the Contract shall not affect any of the Parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
- 11.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12 FORCE MAJEURE
12.1 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 result from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the Party not affected may terminate this Contract by giving 3 weeks written notice to the affected Party.
- 13.1 Data. By submitting your Order you allow us to use your personal details for the purposes of supplying goods (including passing your details on to couriers and other subcontractors) and for marketing purposes. We will not use your details for other purposes without obtaining your consent.
- 13.2 Severance. If any part of this Contract is held to be invalid, it will not affect the validity or enforceability of the rest of the Contract.
- 13.3 Governing law and Jurisdiction. The formation, construction, performance, validity and all aspects of the Contract are governed by English law and the Parties irrevocably agree to the exclusive jurisdiction of the English courts.
- 13.4 Assignment and other dealings.
- 13.4.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
- 13.4.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
- 13.5 Entire Agreement. The Contract (and the documents referred to in it) constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement, promises, assurances, warranties, representations and understandings between them relating to its subject matter.
- 13.6 Waiver. A failure to exercise or delay in exercising a right, power or remedy provided by these Conditions or by law does not constitute a waiver of that right, power or remedy nor shall any single or partial exercise of any such right, power or remedy preclude its further exercise.
- 13.7 Notices.
- 13.7.1 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 in accordance with this Condition, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
- 13.7.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition
- 13.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
- 13.7.3 The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action.
- 13.8 Third party rights.. No one other than a Party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
- 13.9 Complaints. If you should have any complaints about the Parts you have purchased or the service you have received (other than in relation to warranty claims under Condition 9) you should, in the first instance refer the matter in writing to the TPS Centre Manager of the Volkswagen Group Trade Parts Specialist (TPS) Centre where you purchased the Parts. If they are unable to resolve the matter, you can contact TPS Centre Operations by writing to us at Volkswagen Group United Kingdom Limited, Yeomans Drive, Blakelands, Milton Keynes MK14 5AN.
- 13.10 We may, by giving you not less than 14 days written notice, vary these Conditions. By continuing to place Orders with us you will be deemed to have accepted such changes and they will automatically take effect on the expiry of the 14 day notice period.