The following Terms and Conditions govern the business between We Sell Any Car Privately Limited trading as We Sell Any Car Privately, Philip Ireland and/or Philip Ireland Performance Car Specialists (‘PIPCS’) and you (‘the Client’).
In these Terms and Conditions, the following words shall have the following meanings:
‘PIPCS’ means any of We Sell Any Car Privately Limited and/or the trading names Philip Ireland and/or Philip Ireland Performance Car Specialists (registered in England and Wales under Company Number: 08402187) whose Registered Office address is at Windy Ridge Estate, Longborough, Moreton-in-Marsh, Gloucestershire GL56 0QY;
‘Additional Services’ means any services supplied by PIPCS to the Client in relation to additional preparatory work recommended for the Vehicle and agreed by the Client;
‘Affiliate’ in relation to a Party, any person that controls, is controlled by, or is under common control with that Party;
‘Agreement’ the agreement containing these Terms and Conditions;
‘Asking Price’ the price at which the Vehicle will be advertised for sale by PIPCS as agreed by the Client from time to time. For the avoidance of doubt the Parties recognise and agree that the Asking Price may need to be changed over time due to market forces;
‘Cancellation Notice’ shall be a written notice served by the Client to PIPCS terminating this agreement and giving 45 days prior written notice;
‘Client’ any person, firm, partnership, company or other legal entity that instructs PIPCS to provide the Services;
‘Commencement’ the date of the Agreement;
‘Engage(s) ‘Engagement’ or ‘Engaged’ the engagement of PIPCS under the terms of the Agreement;
‘Fee(s)’ the fees payable by the Client to PIPCS for the provision of the Services as set out herein;
‘Goods’ any goods supplied by PIPCS to the Client;
‘Parties’ PIPCS and the Client and ‘Party’ shall mean either one of them;
‘Sale Price’ the price at which the Vehicle sells;
‘Services’ the advertisement, negotiation of the terms of sale and the sale of the Client’s Vehicle;
‘Trade Value’ the value the Vehicle would be expected to achieve when traded in at a garage or other dealership and based upon the “Cap Below Valuation” as agreed with the Client;
‘Vehicle’ the motor vehicle in relation to which the Client instructs PIPCS to provide the Services;
‘Website’ means wesellanycarprivately.com wesellanycarprivately.co.uk philipireland.com philipireland.co.uk and any other website domain name used by PIPCS from time to time.
2. Acceptance of these Terms and Conditions
You will be deemed to have accepted and agreed to these Terms and Conditions, which shall take precedence over and supersede all other terms put forward or proposed by the Client when the Client requests PIPCS to sell his/her car.
2.1 The Agreement constitutes an Agreement by the Customer to purchase the Services from Philip Ireland Performance Cars (the Company) in accordance with these Terms and Conditions. The Agreement shall be deemed to be accepted when the Company or Company Director issues written acceptance of the Agreement at which point and on which date the Contract shall come into existence.
2.2 All quotations submitted and Works accepted by Philip Ireland Performance Cars shall be subject to these Terms and Conditions.
2.3 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 In the absence of a signed Contract, for the avoidance of any doubt, the Customer’s instructions to proceed with the Services and/or to allow the Services (or any preliminary Services and/or inspections in respect of the Services) to take place shall be deemed acceptance of both the terms of the Contract and these Terms and Conditions.
2.5 The Contract constitutes the entire agreement between the parties.
3.1 PIPCS shall provide the Services to the Client in consideration for the Fee and subject to these Terms and Conditions.
3.2 PIPCS will assess the condition of the Vehicle and advise the Client of an initial estimate of the Trade Value. Such estimate will be based upon an assessment of the information regarding the Vehicle provided to PIPCS by the Client.
3.3 PIPCS will always carry out an on-site inspection of the Vehicle before agreeing a final Trade Value for the Vehicle. Where PIPCS considers that the Trade Value would be affected by the condition, history, modification and/or an unusual specification of the Vehicle, PIPCS will advise the Client of this and will provide a revised Trade Value for the Vehicle where necessary.
3.4 PIPCS will recommend an Asking Price for the Vehicle and this will be agreed in writing with the Client before the Vehicle is advertised for sale.
3.5 PIPCS shall endeavour to attract the best offer for the Vehicle based upon the Asking Price but will only be obliged to provide the Client with details of all reasonable offers made for the Vehicle which are between the Trade Value and the Asking Price.
3.6 If in the reasonable opinion of PIPCS it is considered that the Vehicle will attract a better price if preparatory work is carried out to the Vehicle prior to the Vehicle being advertised for sale PIPCS will provide the Client with a Trade Value and Asking Price for the Vehicle in its current condition and for the condition it will be in following the preparatory work and will also provide the Client with an estimate for the Additional Services. The Client will be wholly responsible for the costs of the Additional Services and PIPCS will invoice the Client for the Additional Services. An invoice will be raised by PIPCS for the Additional Services upon their completion and this will be payable upon presentation.
3.7 PIPCS will act as the sole and exclusive agent of the Client in providing the Services and the Client hereby irrevocably authorises PIPCS to negotiate the sale of the Vehicle on behalf of the Client. If the Client wishes to place any restriction on the authority of PIPCS in relation to the negotiation of the sale or specify a minimum acceptable price for the Vehicle the Client must inform PIPCS in writing of its requirements at least 7 days prior to PIPCS commencing the Services. PIPCS reserves the right to impose an additional fee for the Services where any such condition is placed upon its authority to negotiate the sale on behalf of the Client.
3.8 The Client agrees that PIPCS will be instructed as the sole and exclusive agent for the provision of the Services.
3.9 PIPCS shall be entitled to drive the Vehicle to any events or other suitable opportunities identified by it to promote and market the Vehicle for sale with the prior consent of the Client.
4. Fees and Payment
4.1 PIPCS’s standard payment terms require payment as follows:
4.1.1 Upon entering into this Agreement the Client will pay to PIPCS the sum of £250.00 (the ‘Arrangement Fee’) which will be used by PIPCS to fund the following initial costs and expenses:
126.96.36.199 Inspection of the Vehicle;
188.8.131.52 Initial preparation for sale of the Vehicle (other than the costs of the Additional Services); and
184.108.40.206 Commencement of the Services.
4.1.2 Any extraordinary travel and other expenses (being any distance greater than 50 miles from PIPCS’s registered office address) shall be payable in addition to the Fee and where other additional expenses are to be incurred the Client shall reimburse PIPCS for any fees or expenses PIPCS may incur. PIPCS shall be reimbursed by the Client all refuelling costs relating to the Vehicle’s delivery and collection and test drives.
4.1.3 Payment of the Fee immediately upon completion of the sale of the Vehicle as set out in paragraph 4.6 below.
4.2 If the Client serves a Cancellation Notice after requesting PIPCS to commence the Services the Client shall be liable to pay PIPCS a cancellation fee of £750.00 in addition to any fee due for any and all associated costs (to include, but not limited to, advertising, storage, valeting, photography etc.) as well as any fee due for the Additional Services.
4.3 The Fee shall be fifty per cent (50%) of the Sale Price after deduction of the Trade Value. PIPCS shall be entitled at any time during the term of this Agreement (including during period of the 45 day Cancellation Notice) to sell the Vehicle provided always that it returns to the Client the Sale Price less the Fee and any other additional costs and/or expenses as provided herein. For the avoidance of doubt PIPCS shall be entitled unilaterally to reduce the amount of its Fee in order to achieve a sale of the Vehicle.
4.4 Payment for the Additional Services will be made immediately upon PIPCS presenting an invoice for the Additional Services to the Client.
4.5 All amounts stated are exclusive of Value Added Tax if applicable from time to time and any other applicable taxes which will be charged in addition at the rate in force at the time PIPCS raises an invoice.
4.5.1 In the event that the Client fails to make a payment of the Fee or any sum due in respect of the Additional Services as agreed herein then PIPCS shall be entitled:
220.127.116.11 to charge interest on the outstanding amount at the rate of five per cent (5%) per annum above the base lending rate of Barclays Bank PLC from time to time;
4.5.2 (where such payment relates to the Additional Services) to cease provision of the Services until such time as the invoice is paid and to exercise a lien over the Vehicle pending payment by the Client in full and in addition shall be entitled to charge for storage of the Vehicle at the rate of £35.00 per day;
4.5.3 (where the payment relates to the Services and PIPCS has received payment direct from the purchaser of the Vehicle) the Client hereby irrevocably authorises that PIPCS may deduct its Fee and any other fee properly payable in respect of the Additional Services from the Sale Price proceeds paid; and
4.5.4 to withdraw without notice any advertising or any other part of the Services or Additional Services.
4.6 The Sale Price shall be paid directly to PIPCS by the purchaser of the Vehicle on completion of the sale of the Vehicle. PIPCS shall deduct the Fee and any other relevant fees and or expenses as aforesaid from the Sale Price proceeds before accounting to the Client for the balance. In the event of any dispute that prevents PIPCS from deducting such fees on the date of completion of the sale of the Vehicle the terms of paragraph 4.5 above shall apply to any delay in payment notwithstanding the fact that the Sale Price may be held by PIPCS in its client account and subject to a lien in favour of PIPCS.
4.7 When making a payment the Client shall quote relevant reference numbers and the invoice number.
4.8 For the avoidance of doubt in the event that a Cancellation Notice is served then PIPCS shall be entitled to sell the Vehicle (irrespective of who has possession of the Vehicle) up to the date of expiry of the Cancellation Notice and to receive the Fee as provided hereunder should it do so. For the further avoidance of doubt in the event that a Cancellation Notice is served the Client shall not be entitled to take any action (deliberate or otherwise) to prevent and/or thwart the sale of the Vehicle or to sell the Vehicle him or herself in breach of the sole and exclusive agency agreed and entered into as provided hereunder. In the event that the Client should do anything prohibited in this clause 4.8 then PIPCS shall be entitled to receive the Fee in any event irrespective of the fact that the Client may have been partially or wholly responsible for the sale of the Vehicle.
4.9 PIPCS shall be entitled to deduct the full amount of all other costs directly associated with the sale of the Vehicle from the sale proceeds of the Vehicle in addition to the Fee. These costs may include but shall not be limited to the following costs – advertising costs, fuel costs, car detailing costs, storage costs and any other miscellaneous costs or expenses. All such costs will be properly vouched by PIPCS if requested by the Client.
4.10 If for any reason the Sale Price is required to be paid directly by the Purchaser to the Client then the Client shall forthwith pay the Fee together with reimbursement of any other costs or expenses as provided for hereunder to PIPCS.
5. Client’s Obligations and Acknowledgements
5.1 The Client warrants and represents that the following are correct:
5.1.1 the Vehicle has a current valid MOT test certificate with an unexpired term of at least three months and the Vehicle also has valid road fund licence of not less than two months;
5.1.2 the Vehicle has not been imported (i.e. it is not considered an ‘import’ and was manufactured specifically for sale in the UK market;
5.1.3 the Vehicle has never been the subject of an insurance write off and is not classified as a Category A, B, C or D vehicle;
5.1.4 the Vehicle has never been used for private hire or as a taxi;
5.1.5 the Vehicle has never been used for private tuition or as a vehicle for the emergency services;
5.1.6 the Vehicle does not have a personalised registration plate or if it does then such plate will be removed prior to completion of the sale if the Client wishes to retain the plate. In the event that the Client wishes PIPCS to arrange the transfer of a private registration plate on the Vehicle prior to sale there will be a charge of £40.00 for the provision of such service;
5.1.7 the Vehicle is undamaged and roadworthy (and has no damage to the interior, exterior or mechanics);
5.1.8 the Vehicle has no known faults;
5.1.9 the Vehicle has two sets of keys;
5.1.10 all Vehicle documentation will be handed over by the Client to PIPCS in good time to be released to the purchaser at the time of sale;
5.1.11 the Client has not instructed any other party to act on his or her behalf regarding the sale of the Vehicle and will not attempt to sell the Vehicle during the term of this Agreement;
5.1.12 the Client has complied with all obligations duties and regulations whether statutory or otherwise including those relating to insuring the Vehicle and ensuring it has a valid MOT certificate;
5.1.13 the Client will assist PIPCS in complying with all statutory and regulatory obligations;
5.1.14 the Client is the sole legal and beneficial owner of the Vehicle;
5.1.15 the Vehicle is not subject to a finance agreement or if the Vehicle is subject to a finance agreement the finance will be paid in full at completion of the sale of the Vehicle and the Client will provide PIPCS with all details required to enable PIPCS to settle any finance at completion of the sale;
5.1.16 the Client hereby provides irrevocable authority for PIPCS to settle such finance from monies held on client account and paid as part of the Sale Price. PIPCS will charge a fee of £35.00 for this service;
5.1.17 the mileage reading on the odometer of the Vehicle is accurate and that the Client has disclosed all material facts about the Vehicle to PIPCS (including details of any defects with the Vehicle and damage to the Vehicle);
5.1.18 all information provided by the Client to PIPCS is true and accurate.
5.2 The Client and PIPCS will agree whether the Vehicle is to be delivered into the custody of PIPCS to be stored at its premises during the term for which the Services are provided by PIPCS to the Client but subject always to the following:
5.2.1 Our fee includes storage and advertising costs for up to three months from when a car arrives at out premises. Where the car is stored by PIPCS on behalf of the Client and advertised beyond a three month period, PIPCS reserves the right to charge a fee of £250.00 per month (pro rata based on the actual number of days) to cover of the costs of additional storage, advertising, insurance, security and cleaning of the Vehicle; and
5.2.2 where the Client retains the Vehicle the Client undertakes to keep PIPCS informed of the up-to-date mileage and any damage suffered to the Vehicle. The assumptions made assume that the Vehicle is in average condition for its age and mileage. PIPCS assumes that there are no major mechanical faults. Damage added by the Client will be considered above and beyond fair wear and tear.
6.1 Each Party shall keep the terms of this Agreement and any information relating to the value of any offer made for the Vehicle by a potential purchaser strictly confidential.
6.2 This clause shall survive termination of this Agreement.
7 Warranties, liabilities and indemnities
7.1 While PIPCS shall make reasonable efforts to ensure reasonable standards of integrity and reliability of any potential purchaser, the Client accepts and agrees that PIPCS gives no warranty as to the suitability or financial means of any purchaser introduced.
7.2 Neither PIPCS nor any of its staff shall be liable to the Client for any loss injury damage expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Services unless such loss damage costs or expenses are the direct result of the negligent acts or omissions of PIPCS. In particular but without limiting the generality of the aforegoing PIPCS shall not be liable for any loss injury damage expense or delay arising from or in any way connected with any failure of a potential purchaser to meet the Client’s requirements or any act or omission of a third party whether wilful negligent fraudulent dishonest reckless or otherwise.
7.3 Except in the case of death or personal injury caused by PIPCS’s negligence the liability of PIPCS under or in connection with this Agreement whether arising in contract tort negligence breach of statutory duty or otherwise howsoever shall not exceed the Fee(s) paid or due to be paid by the Client to PIPCS under this Agreement. PIPCS shall not be liable for any matter not reported to it within 7 days of its occurrence.
7.4 Neither Party shall be liable to the other Party in contract tort negligence breach of statutory duty or otherwise for any loss damage cost or expense of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover profits business or goodwill.
7.5 The Client shall indemnify and hold harmless PIPCS from and against all claims and losses arising from loss damage liability or injury to PIPCS its employees and third parties by reason of or arising out of any loss injury expense or delay suffered or incurred by a purchaser however caused and/or any loss injury damage expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of the Client whether wilful negligent fraudulent dishonest reckless or otherwise.
7.6 Each of the Parties hereto acknowledges that in entering into this Agreement it does not do so in reliance on any representation warranty or other provision except as expressly provided in this Agreement and any conditions warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.
8. Termination of this Agreement
8.1 Without prejudice to the other remedies or rights a Party may have either Party may terminate this Agreement at any time by prior written notice to the other Party (‘Other Party’) in the event that:
8.1.1 a Cancellation Notice is served by a Party on the Other Party; or
8.1.2 the Other Party is in material breach of its obligations under this Agreement and has failed to remedy the said breach (if capable of remedy) within 7 days of receiving notice to do so which must specify the breach and require that it be remedied; or
8.1.3 the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up or bankruptcy of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction) or if the Other Party enters into a voluntary arrangement or a supervisor, administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
8.2 On termination of this Agreement, the Client shall pay for the Services or Additional Services provided up to the date of termination.
We hereby give notice of the following PIPCS Copyright:
9.1 All information and publication on our Website is protected by copyright and belongs to PIPCS. You may print or download extracts of such information or publication from our Website for your personal review. You may also copy such information or publication from our Website to third parties provided that:
9.1.1 the copy is accurate;
9.1.2 the copy is provided free of charge;
9.1.3 you acknowledge PIPCS as the source of the material;
9.1.4 this copyright notice and any other proprietary notice which we may include in the publication or on our Website from time to time is prominently displayed; and
9.1.5 you inform such third parties that they must comply with the copyright notice and the applicable proprietary notices.
9.2 Save as expressly permitted above the copying and reproduction of any material from our Website or any incorporation of the same into any other material in any media or format of any kind is strictly prohibited.
9.3 All rights are reserved.
9.4 PIPCS makes no representations warranties or guarantees of any kind in respect of any information and publication made available to you on our Website. To the maximum extent permitted by law PIPCS expressly excludes all representations warranties obligations and liabilities arising out of or in connection with all such information and publication on our Website.
9.5 All information and publication which is available to the Client on our Website is general information only and correct at the time of writing. Such information is not intended to constitute a full comprehensive description of the Vehicle.
9.6 PIPCS is committed to protecting and respecting all clients’ privacy. The following information describes how we use any personal information you provide to us and any other information we collect about you.
9.7 The only personal information that we collect is the personal information that you give us when you complete a form on our Website or when you contact us.
9.8 If you have also provided us with personal information about any other person you confirm that he/she consents to our use of his/her personal data and that you have informed him/her of our identity and provided him/her with a copy of this Agreement.
9.9 In addition to the information that you may provide to us we (and our external web hosting service provider) may also collect details of your visits to our Website and the resources that you access; however such information does not identify you as an individual.
9.10 We may collect information about your mobile phone computer or other device from which you access our Website including where available your IP address operating system and browser type for systems administration. This is statistical data about our users’ browsing actions and patterns and does not identify any individual. We may however use such information in conjunction with the data we have about you in order to track your usage of our services.
9.13 We use your information:
9.13.1 to try to ensure that content from our Website is presented in the most effective manner for you and your device;
9.13.2 to provide you with information and/or services that you request from us or which we think may interest you;
9.13.3 to respond to any communication received from you;
9.13.4 to carry out our obligations arising from any contracts entered into between you and us;
9.13.5 to notify you about changes to the Services and Additional Services.
9.14 We never sell your information or pass it to any third party for marketing purposes or for any other purpose unconnected with our business.
9.15 The only circumstances under which we would ever disclose your information to a third party are:
9.15.1 if we are under a duty to disclose or share your personal data in order to comply with any legal obligation or to protect or enforce our own or another person’s rights;
9.15.2 in the event that we enter negotiations to merge with or sell our business to a third party in which case your information may be shared with that third party either before or after the merger or sale; or
9.15.3 where third party subcontractors do work for us in which case they are only allowed to use your information to do that work for us and not for any other purpose.
9.16 You have the right to ask us not to process your personal data for marketing purposes.
9.17 You can do this by choosing to opt-out either by emailing or in writing that you do not wish to receive marketing information from us.
9.18 You have the right to request a copy of the information that we hold about you. Any request may be subject to a reasonable administrative fee to meet our costs in providing you with details of the information we hold about you.
9.19 You are entitled to have any inaccuracies in your personal information corrected.
9.20 Please contact us if you would like us to take any action in respect of the rights set out above.
10.1 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
This Agreement may only be amended in writing signed by duly authorised representatives of PIPCS.
10.3 Entire agreement
This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by PIPCS in exercising any right power or privilege under this agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right power or privilege preclude any further exercise of the same or the exercise of any other right power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
This Agreement shall constitute an agreement between the Client and PIPCS to appoint PIPCS to act as sole and exclusive agent for the Client in providing the Services and Additional Services.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful void or unenforceable the provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of/or the validity or enforcement of this Agreement.
In this Agreement unless the context otherwise requires:
10.7.1 words importing any gender include every gender;
10.7.2 words importing the singular number include the plural number and vice versa;
10.7.3 words importing persons include firms partnerships companies and corporations and vice versa;
10.7.4 references to numbered clauses and schedules are references to the relevant clause in/or schedule to this Agreement;
10.7.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
10.7.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow things to be done or omitted to be done;
10.7.7 the headings to the clauses schedules and paragraphs of this Agreement are not to affect the interpretation;
10.7.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bylaw made under that enactment; and
10.7.9 where the word ‘including’ is used in this Agreement it shall be understood as meaning ‘including without limitation’.
Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail to the address of the relevant Party set out herein.
10.9 Law and jurisdiction
The validity construction and performances of this Agreement shall be governed by and construed in accordance with English law and shall be subject to the non-exclusive jurisdiction of the English courts to which the Parties submit.
10.10 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
10.11 Rejection of Car under Consumer Rights Act 2015
In the event that the consumer who purchases the Client’s Vehicle is entitled to exercise his/her right to reject the Vehicle or to require that a fault with the Vehicle be repaired pursuant to the Consumer Rights Act 2015 and claims a full refund of the Sale Price of the Vehicle or claims for a repair to the Vehicle as the case may be then in such circumstances where PIPCS is liable to make such a refund or pay for a repair to the Vehicle the Client shall be liable to pay to PIPCS forthwith the full amount of such refund or repair cost without any right of set off or deduction under any circumstances. The Client shall also be liable to pay to PIPCS any other associated or incidental costs relating to the refund or repair including but not limited to bank charges, fuel, delivery and collection of the Vehicle and time involved relating to the same at an hourly rate of £60.00 plus Value Added Tax if any per hour.