1.1 Throughout these Terms and Conditions (T&Cs) “We”, “Our”, “Us” and similar personal pronouns means Excel Automotive Group–EAGand “You”, “Customer” and similar pronouns means the customer identified in the Application.
1.2 The expressions in Column 1 of the table below have the meanings set out opposite in Column 2.
1.3 Where the word “including” is followed by a list of examples, it shall be deemed to be immediately followed by the words “without limitation”.
Account: Your account with us, the details of which are described in your Application.
Application: The Account Application Form bearing that title that sets out your delivery and contact details and credit limit.
Contract: Each Contract for the sale of Goods comprises your order together with these T&Cs.
Delivery: Delivery takes place on the date and time at which the Goods are consigned to the carrier.
Goods: Automotive parts and accessories or other equipment specified in an order.
• You call a meeting of creditors or become the subject of a report or proposal to creditors, application, petition, arrangement or order under the Insolvency Act 1986 (unless for the purpose of a solvent restructuring, amalgamation or merger)
• a receiver is appointed over your property;
• the holder of any charge or other security over your property takes any step to enforce that security; or (iv) your property becomes the subject of distress, process, execution or a charging order.
Original Parts: The automotive parts or other equipment that are intended to be replaced by the Goods.
Price: The total price for the Goods (plus the surcharge referred to in clause 4) and any delivery charges as set out on the most up to date price list we supplied to you (or the applicable price advised at the point of sale).
T&Cs: These Terms and Conditions are amended and re-published from time to time set out at
Warranty That (i) the Goods will correspond with their description (ii) the quantities specified in the order will be delivered and (iii) the materials and workmanship used in the manufacture of the Goods will not be defective.
2. Formation of the Contract
2.1 You can order the Goods by telephone, fax, e-mail, or online.
2.2 Our published prices do not constitute an offer to supply Goods at those prices. It is your responsibility to confirm pricing at the point of placing your order.
2.3 We reserve the right to amend these T&Cs from time to time and any changes can be viewed on our website. All orders placed by you will be subject to the latest version of the T&Cs.
2.4 The Contract becomes binding on the date and time that we confirm your order by (i) telephone (ii) e-mail or (iii) by despatching the Goods set out in your order.
2.5 The Customer shall not be entitled to cancel any order or part order once accepted by EAG unless expressly agreed in writing.
2.6 Where Goods of a particular description become unavailable, we may substitute similar Goods provided that, in our reasonable opinion, they are as suitable for your purpose as the Goods specified in your order.
2.7 These Terms and Conditions apply to the exclusion of any other terms you may supply to us.
3. Termination of Account Facilities
3.1 We may terminate your account if:
3.1.1 It is inactive for a period longer than 6 months or
3.1.2 The total value of Goods ordered by you falls below £1000 per month averaged over any period of three successive months.
3.1.3 You become Insolvent; or
3.1.4 You fail to make any payment within 2 working days of a final reminder from us; or
3.1.5 You commit any other material breach of a Contract and such breach is not remedied within 15 working days of a notice from us.
3.2 If we terminate your account under clause 3.1 then: (i) your surcharge account will also be deleted and your right to return Original Parts for remanufacture and credit will cease; and (ii) the Warranty will cease to apply to any Goods delivered prior to the date of termination.
4. Exchange Units
4.1 The Price of parts that require the Original Part to be returned is subject to a surcharge in respect of the Original Parts, which correspond to the Goods. You must return the Original Part to us for remanufacturing, in the replacement part’s packaging “back in box” within 12 months of the date of delivery before we will credit the surcharge to your account, This applies only to Product Stockists (A Stockist is defined as a customer who stocks at least 100 parts that we supply and places regular stock orders of 5 pieces of more in a week on one invoice). If you are not a stockist then you have 30 days from date of delivery of the part to return your old unit for the surcharge to be credited to your account. Failure to return the old unit within this time period will result in forfeiture of the surcharge.
4.2 The surcharge will not be credited to your account unless the Original Parts are in a good used condition without damage and are suitable for remanufacture (please note non-original equipment copy units are not suitable for remanufacture and may not be eligible for credit).
4.3 On rare parts that are subject to a higher level of surcharge, Stockists will have 3 months to return for a full value surcharge credit, if this part is returned in the period from 4 to 12 months it will only be eligible for the standard lowest level of surcharge credit.
5.1 We warrant that (subject to clauses 5.2 to 5.4 inclusive) all Goods will conform to the Warranty for up to a maximum of:
5.1.1 36 months from the date of despatch by us; or (if earlier);
5.1.2 24 months from the date of resale by you; or (if earlier)
5.1.3 The date on which any vehicle in which the Goods have been installed has operated for 24,000 miles from the installation date.
5.2 Subject to clause 5.7, our liability to you under the Warranty is limited to the replacement of the non-conforming Goods or their repair (at our discretion) and does not cover defects caused by misuse, neglect, accident or wear and tear.
5.3 Where the Goods are installed in a vehicle, which is subject to unusually high levels of stop/start (including vehicles used for hire, reward or deliveries) the Warranty, is limited to a period of 3 months from the date of despatch by us.
5.4 We have no liability under the Warranty if the Goods are installed in hired, leased or fleet vehicles; vehicles used for motor sport or in any commercial plant applications.
5.5 The Warranty is void if the Goods have been tampered with in any way (for example if parts have been removed or the Goods show signs of having been dismantled).
5.6 Replacement only claims: If you wish to claim under the Warranty, you must return the Goods to us for inspection. Providing the Goods do not evidence any sign of abuse, excessive wear and tear or contamination (e.g. from oil water or fuel) then we will exchange the Goods for a new replacement or (in our discretion) credit your account to the value of the Goods without further investigation.
5.7 Labour claims: If your claim under the Warranty includes a labour claim from your customer then you may supply your customer with a replacement unit and apply for a credit provided that you first procure that the Goods are returned to us for inspection via the seller. If a manufacturing defect is found, we will issue a credit for the Price and the cost of labour at current ICME times and a rate of £30ph. However if there is no fault found then neither the Price nor the labour cost will be eligible for credit or exchange and the original Goods will be returned to the customer.
6. Stock Profiles and Management
6.1 While we accept no responsibility for stock management we will provide sales pareto information if requested to provide our stockist with the ability to ensure the best return on their stock investment
6.2 We will offer an annual stock re-profile, provided that you place an order for new Goods to a value at least equal to 1½ times the value of any Goods you ask to be returned. The value of returns must not exceed a value equal to 5% of your previous year’s purchases. To be eligible for return under this clause, the Goods must have been purchased within the immediately preceding 12 months.
6.3 New Goods returns: Whilst we accept new Goods returns as part of an annual stock re-profile, if any Goods are returned outside of this process, or if returned after having been fitted, we may impose a reworking charge of a minimum of 25% of invoice value to address any repackaging, cosmetic issues or damage caused through fitment.Any returned items under this clause 6.3 must:
6.3.1 be in their original condition as received from EAG and accompanied by the Customer’s or EAG’s returns note;
6.3.2 be in their original packaging; and
6.3.3 be a standard product that is not specifically manufactured to any Customer specification.
6.4 Any items that do not comply with the above will not be eligible for return under this clause 6.3.
6.5 Please note that the Customer’s right to return unwanted goods under this clause 6.3 is separate and in addition to the Customer’s right to return any faulty items under clause 5.1. All other rights in respect of the return of unwanted goods or faulty items are expressly excluded as far as permissible by law.
7.1 Payment is due in accordance with the terms set out in your Application.
7.2 Payment can be made by either BACS or credit card. We do not accept cheques.
7.3 If the Customer shall default in payment or if EAG shall have reasonable grounds for doubting that payment will be made on the due date, EAG shall be entitled to withhold deliveries of goods and supply of services without prejudice to its right to payment for goods delivered services supplied or for any work undertaken and expenses incurred in connection with any contract which shall become immediately due and payable on demand.
7.4 We may charge compensation for late payments at the rates and amounts prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 and in addition, we shall be entitled to all reasonable costs incurred in recovering any unpaid sums. For the avoidance of doubt, we reserve the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. In the case where a trading relationship ends, legislation allows for us to go back over 6 years and claim for all late payments over that period. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.
7.4.1 Compensation shall be calculated as below:
Invoice Amount Compensation
Up to £999.99 £40 per invoice
£1000 – £9,999.99 £70 per invoice
Over £10,000.00 £100 per invoice
7.4.2 Further, with regard to “Costs Under Contract Clause”; without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs, credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998.
8. Delivery, Risk and Title
8.1 Risk of loss in the Goods passes to you on Delivery.
8.2 Title to the Goods does not pass to you until the Price is received by us in cleared funds. Title to the goods shall remain in EAG until customer has paid all sums due to EAG on any account. Prior to full payment for the goods being made by the customer the customer shall store all such goods in such a way that they shall be identifiable as not forming part of any goods belonging to the customer or any third party.
8.3 For so long as title to the goods is retained by EAG and the same remain in the possession custody or control of the customer, the customer shall indemnify EAG in respect of any loss or damage to the goods howsoever occurring such indemnity being limited to the total indebtedness of the customer to EAG.
8.4 If any payments due under the Contract are overdue or you become Insolvent, then your right to possession of the Goods shall cease automatically and we may without notice to you (i) suspend delivery of Goods due under any other contracts we have with you until payment is received and (ii) enter any premises where the Goods are stored, sever the goods from anything they are attached to (without liability for any damage that results unless the damage results from our negligence) and retake possession of the whole or any part of the Goods.
8.5 We may maintain an action for the Price provided the due date for payment has passed, irrespective of delivery.
8.6 You must check promptly following receipt that the Goods match the descriptions and quantities in the order and are not damaged or defective. Where practicable, any Goods which do not match their description or quantity should be noted on any delivery document at the time of delivery and signed by you; or (in circumstances where it was not reasonably apparent that the Goods did not match their description or quantity) send us written notice of the discrepancy within 7 days of the date of Delivery. In order to claim under this clause 8.6 you must retain the Goods (and their packaging) and make them available to us for inspection.
8.7 Claims for damaged or defective Goods must be dealt with in accordance with clause 5 and are subject to the time or mileage limits set out in that clause as well as the limitations and exclusions of liability set out in clause 9.
9.1 You are responsible for ensuring that the Goods are suitable for your requirements and any advice or guidance we may provide about the selection of Goods (i) relies on information from our suppliers or other third parties (ii) is given free of charge in good faith and (iii) does not constitute any representation about the suitability of the Goods.
9.2 All terms, conditions and warranties implied by statute (including the Sale of Goods Act 1979 as amended) are hereby excluded.
9.3 Except as expressly provided in clause 5 we are not liable in any circumstances for any financial loss including loss of profits, loss of business, losses due to third party claims or for any consequential losses whether foreseeable or not.
9.4 Our pricing is predicated on the limitations of liability in this clause 9 and accordingly you acknowledge that this limitation represents an acceptable compromise between cost and risk.
9.5 Nothing in this clause 9 or in any other term of this Contract applies to limit or exclude our liability to you for loss resulting from (i) death or personal injury resulting from our negligence or under the Consumer Protection Act 1987 (ii) breach of statutory undertakings as to title or (iii) fraudulent misrepresentation.
10. Intellectual Property
10.1 The Customer acknowledges that any trademarks patents copyright or other intellectual property rights in the goods and in any technical documents drawings or specifications relating thereto remain the property of EAG or its suppliers as the case may be.
10.2 The Customer shall not copy or permit any other person to copy any goods or any drawings specifications technical data and any other documents information or material of any kind relating thereto.
10.3 The Customer further agrees that it shall not deface or remove from any goods any notices proprietary legends labels or trademarks whether belonging to EAG or to any third party.
10.4 The Customer shall indemnify EAG to the full extent of any costs disbursements and damages payable by EAG in the event of any claim made against EAG due to any injury, damage or loss suffered by any third party as a result of non-compliance by the Customer with sub-conditions 2 and 3 above.
10.5 EAG gives no warranty that goods supplied to the Customer do not infringe any trademarks, patents, copyright or other intellectual property right belonging to any third party.
11.1 We may delay the performance of the Contract for as long as we are prevented from meeting any dates agreed with you because of any cause beyond our reasonable control.
11.2 We can terminate the Contract immediately (i) without notice if you become Insolvent (ii) on notice if the Contract becomes impossible to perform because of any cause beyond our reasonable control or (iii) on notice in relation to any part of the Goods if any information given by our suppliers which we relied on turns out to be inaccurate to the extent that it becomes unprofitable for us to supply those Goods to you.
11.3 The provisions of clauses 9, 11 and our rights to recover any unpaid part of the Price survive termination of this contract whatever the reason for termination.
11.4 If any of the terms of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
11.5 The Contract and any document expressly referred to in it represents the entire agreement between the parties and supersedes any prior agreement, understanding or arrangement whether oral or in writing.
11.6 Neither party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations prior to entering into the Contract except as expressly stated in the Contract or any document expressly referred to in it.
11.7 Neither party has any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of the Contract (unless such untrue statement was made fraudulently) and a party’s only remedy shall be for breach of Contract.
11.8 No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
11.9 The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales and the courts of England and Wales have exclusive jurisdiction to determine any dispute or claim.
11.10 No failure by EAG to enforce any of the conditions herein contained nor any additional time granted by EAG for payment or otherwise shall be construed as a waiver of any of EAG’s rights hereunder.
12. Force Majeure
12.1 EAG shall not be liable for any loss or consequential liability or damage sustained by the Customer by reason of act of god war riot fire strike lock out governmental control orregulation abnormal weather conditions accident breakdown or any other circumstances beyond its control.
13.1 These Terms & Conditions shall be governed by and construed in all respects according to English Law and the parties agree that all disputes shall be referred for determination to the English Courts.