Terms & Conditions

Terms and Conditions of Classic Trade Limited

 

1                Definitions and interpretation

1.1            In these Conditions the following definitions apply:

Business Day: a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Buyer: any individual, company or legal entity who seeks to purchase a Vehicle or Vehicles from a Seller and will include any personal representatives, successors and permitted assigns;

Classic Trade: Classic Trade Limited registered in England and Wales under company number 12586206 and whose registered office is at 30 City Road, London, United Kingdom, EC1Y 2AB and will include any successors and permitted assigns;

Classic Trade Account: the monetary account held by Classic Trade into which Buyers make payment of the Deposit;

Conditions: Classic Trade’s terms and conditions of supply set out in this document;

Confidential Information: any commercial, financial or technical information, information relating to the Services, plans, contacts, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contact: the agreement between Classic Trade and the Seller for the supply and purchase of Services incorporating these Conditions and the Request;

Data Protection Laws: as binding on either party or the Services:

(a)             the GDPR;

(b)            the Data Protection Act 2018;

(c)             any laws which implement any such laws; and

(d)            any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Deposit: shall be the agreed percentage payable to secure each Vehicle in accordance with the Seller’s advert;

Fee: has the meaning set out in clause 3.1;

Force Majeure: an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Classic Trade’s or its suppliers’ workforce, but excluding the Seller’s inability to pay or circumstances resulting in the Seller’s inability to pay;

GDPR: the General Data Protection Regulation, Regulation (EU) 2016/679;

Intellectual Property Rights: copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a)             whether registered or not;

(b)            including any applications to protect or register such rights;

(c)             including all renewals and extensions of such rights or applications;

(d)            whether vested, contingent or future;

(e)             to which the relevant party is or may be entitled, and

(f)             in whichever part of the world existing;

Personal Data: shall have the meaning given to it in applicable Data Protection Laws from time to time;

Personal Data Breach: shall have the meaning given to it in applicable Data Protection Laws from time to time;

Protected Data: Personal Data received from or on behalf of the Seller in connection with the performance of Classic Trade’s obligations under the Contract;

Request: the request by the Seller to Classic Trade for the placing of an advert on the Website for the sale of a Vehicle;

Seller:  the person who purchases the Services from Classic Trade and whose details are set out in the Request and will include any personal representatives, successors and permitted assigns;

Services: the provision of a platform upon which a Seller may advertise the sale of a Vehicle or Vehicles for purchase by a Buyer;

VAT: value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services;

Vehicle: shall mean the vehicle or vehicles advertised for sale by the Seller on the website where the advertisement of each singular vehicle shall be treated as a separate Contract between Seller and Supplier;

Website: means the platform upon which Classic Trade will place the advertisements for sale requested by the Seller.

1.2     In these Conditions, unless the context requires otherwise:

1.2.1    any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.2 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.3    a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.4    words in the singular include the plural and vice versa;

1.2.5    any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words

1.2.6    a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email); and

1.2.7    a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract and includes all subordinate legislation made from time to time under that legislation;

2                Application of these conditions

2.1       These Conditions apply to and form part of the Contract between Classic Trade and the Seller. They supersede any previously issued terms and conditions of purchase or supply.

2.2       No terms or conditions endorsed on, delivered with, or contained in the Seller’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Classic Trade otherwise agrees in writing.

2.3       No variation of these Conditions or to a Request or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Classic Trade.

2.4       Each Request by the Seller to Classic Trade shall be a separate offer to purchase Services subject to these Conditions.

2.5       A Request may be withdrawn by the Seller at any time provided that notice in writing of such withdrawal by the Seller is received by Classic Trade before acceptance by Classic Trade. If Classic Trade is unable to accept a Request, it shall notify the Seller as soon as reasonably practicable.

2.6       The offer constituted by a Request shall remain in effect and be capable of being accepted by Classic Trade at any time following receipt until withdrawn by the Seller giving notice to Classic Trade.

2.7       Classic Trade may accept or reject a Request at its discretion. A Request shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.7.1    Classic Trade’s written acceptance of the Request; or

2.7.2    Classic Trade performing the Services or notifying the Seller that they are ready to be performed (as the case may be).

2.8       Rejection by Classic Trade of a Request, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Seller.

2.9    Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3                Fee

3.1    The Fee for the Service shall be the agreed percentage of the vehicles trade now price and will be payable following payment of a Deposit by a Buyer, subject to the provisions of clause 4.

3.2       The Seller shall pay any applicable VAT to Classic Trade on receipt of a valid VAT invoice.

3.3       Classic Trade may increase the Fee with immediate effect at any time, and a notification will be sent to Sellers via the Website message portal as and when the Fee is updated

4                Deposit Payment

4.1       The Buyer will make payment of the Deposit to Classic Trade when they wish to purchase the Vehicle. This will be by way of a Deposit for the Vehicle only and the Buyer will not be obliged to make any payment to Classic Trade for the Services.

4.2       If, following receipt of the Deposit, Classic Trade is notified by the Seller that the Vehicle has already been reserved by or sold to a third party, the Deposit will be returned to the Buyer.

4.3       Classic Trade will hold the deposit for a period of 48 hours (the holding period) in which the Buyer has the option to inspect the vehicle to ensure it has not been misrepresented.

4.4       If the Buyer confirms to Classic Trade during the Holding Period that the vehicle has been materially mis-represented and they do not wish to proceed with the purchase, Classic Trade will release the Deposit back to the Buyer in full without deduction.

4.5       The Buyer will not be entitled to a refund of their Deposit due to state and condition of the Vehicle after the Holding Period has passed unless the Seller has factually misrepresented the Vehicle.

4.6       Following the Holding Period, the Deposit will be held in the Classic Trade Account for a period of 5 days during which the Seller and Buyer will agree and affect the sale of the Vehicle. 

4.7       If the Buyer does not complete the transaction within this period, the Deposit will only be returned to them if the Seller fails to affect the sale and transfer of the Vehicle.

5                Payment for Services

5.1    Classic Trade shall invoice the Seller for the Services at the point at which the sale of the Vehicle occurs.

5.2       The Seller agrees and acknowledges that Classic Trade will retain the Deposit as payment of the Fee. 

6           Performance

6.1       The Services shall be deemed performed on receipt of the Deposit and purchase of the Vehicle by the Buyer.

6.2       Classic Trade shall not be liable for any delay in or failure of performance caused by:

6.2.1        the downtime or maintenance of the Website server; or

6.2.2        Force Majeure.

7                Warranty

7.1       The Seller warrants that it has provided Classic Trade with all relevant, full and accurate information as to the Seller’s business and the details of the Vehicle.

7.2       Classic Trade is entitled to rely upon the information and details provided by the Seller without requirement to conduct further investigation or enquiry.

7.3       Classic Trade confirms to the best of their knowledge that the Website is fit for purpose, subject to any licence or usage requirements.

7.4       The Buyer warrants to Classic Trade that it is willing and able to complete the purchase of any Vehicle and evidences this by lodging the Deposit in Classic Trade Account.

7.5       If the Seller is found not to have provided accurate or representative details for the Vehicle, Classic Trade shall, at its option:-

7.5.1    allow amendment to the existing advert for the Vehicle;

7.5.2    remove the offending advert for the Vehicle and replace with an accurate description or representation of the Vehicle, such description and detail to be provided by the Seller; or

7.5.3    suspend or prevent access to the Website indefinitely or for a fixed period where the Seller has provided false, inaccurate or misrepresentative details on 2 or more occasions.

7.6       Save for in the instance of material misrepresentation by the Seller, if payment in full for the Vehicle by the Buyer to the Seller is not made within the 7 days following payment of the Deposit:-

7.6.1     Classic Trade will be entitled to retain the Deposit

7.6.2     Classic Trade will not be responsible to the seller for any costs arising due to the buyers failure to         complete the transaction.

7.7       If a Buyers or Sellers conduct is deemed unreasonable, or transactions are frequently not completed, Classic Trade shall be entitled to prevent or suspend access to the platform indefinitely.

7.8       The above actions are at Classic Trade’s discretion though they are not obliged to take any of the actions specified.

7.9       Except as set out in this clause 7:

7.9.1    Classic Trade gives no warranties and makes no representations in relation to the Services; and

7.9.2    shall have no liability for any failure to accurately detail the Vehicle;

7.9.3    Classic Trade gives no warranties and makes no representations as to legality, validity, accuracy or condition of the Vehicles advertised on the Website as the Vehicles are sold as seen; and

7.9.4    all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

7.10     Classic Trade shall be entitled to exercise its rights under clause 7 notwithstanding that the Services were not rejected following any initial inspection.

8                Anti-bribery

8.1       Without limitation to clause 8.1, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf. Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 8.

9                Indemnity and insurance

9.1       The Seller shall indemnify, and keep indemnified, Classic Trade from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Classic Trade as a result of or in connection with the Seller’s breach of any of the Seller’s obligations under the Contract or as a result of the Seller’s negligence, mistake or wilful action.

9.2       The Seller shall indemnify, and keep indemnified, Classic Trade from and against any losses, damages, liability, costs (including legal and professional fees) and expenses incurred or which reasonably will be incurred by Classic Trade as a result of any claim, proceeding or action taken by a Buyer.

9.3       The seller ensures by using the platform that they have all relevant insurance in place to cover their obligations under these conditions.

10             Limitation of liability

10.1     The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

10.2     Subject to clauses 11.5 and 11.6, Classic Trade’s total liability shall not exceed the sum of £1,000.00.

10.3     Subject to clauses 11.5 and 11.6, Classic Trade shall not be liable for consequential, indirect or special losses.

10.4     Subject to clauses 11.5 and 11.6, Classic Trade shall not be liable for any of the following (whether direct or indirect):

10.4.1      loss of profit;

10.4.2      loss or corruption of data;

10.4.3      loss of use;

10.4.4      loss of production;

10.4.5      loss of contract;

10.4.6      loss of opportunity;

10.4.7      loss of savings, discount or rebate (whether actual or anticipated);

10.4.8      harm to reputation or loss of goodwill.

10.5     The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by either party under the Contract.

10.6     Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

10.6.1      death or personal injury caused by negligence;

10.6.2      fraud or fraudulent misrepresentation;

10.6.3      any other losses which cannot be excluded or limited by applicable law.

11             Intellectual property

11.1     The Website, trademarks, logos, designs, phrasing and coding (Classic Trade’s Content) are the sole property of Classic Trade and all users are expressly prohibited from using, distributing, copying, replicating or passing off Classic Trade’s Content and Classic Trade reserves all rights in relation to any breach of this clause howsoever arising,

11.2     By uploading content to Classic Trade the Seller grants perpetual, worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, modify and display photographs and descriptions of the vehicle in connection with the services provided and on third party websites for the purpose of marketing and promotion. The Seller also indemnifies Classic Trade against any costs or claims incurred by it as a result of any action, demand or claim that the advertisement, photographs, description or otherwise infringes the Intellectual Property Rights of any third party.

 

12        Website Links and Other Sites

12.1     Any third-party hyperlinks or references are provided for convenience only. Classic Trade has no control over third party websites and accept no legal responsibility for any content, material or information contained in them.

12.2     The display of any hyperlink and/or reference to any third-party website does not mean that Classic Trade endorses that third party’s website, products or services. Any use of a third-party site may be governed by the terms and conditions of that third party site.

12.3     Classic Trade reserves the right to demand immediate removal of any link to the Website at any time if this has been shared or used without specific, express, prior consent.

13             Confidentiality and announcements

13.1     The Seller shall keep confidential all Confidential Information of Classic Trade and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

13.1.1   any information which was in the public domain at the date of the Contract;

13.1.2   any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

13.1.3      any information which is independently developed by the Seller without using information supplied by Classic Trade; or

13.1.4      any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract

except that the provisions of clauses 14.1.1 to 14.1.3 shall not apply to information to which clause 14.3 relates.

13.2     This clause shall remain in force in perpetuity from the date of the Contract.

13.3     The Seller shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

14             Processing Data

14.1     The Seller shall ensure all instructions given by it to Classic Trade in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.

14.2     Classic Trade shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

14.3     The Seller shall indemnify and keep indemnified Classic Trade against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Seller of its obligations under this clause 15.

14.4     Sellers and Buyers acknowledge and agree to the transfer of data between Classic Trade and its payment facilitator as required to process and transfer any funds paid to and from the Classic Trade Account.

14.5          Classic Trade shall notify the Seller of any Personal Data Breach in respect of any Protected Data.

15             Force majeure

No party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract either between Supplier and Seller or between Seller and Buyer which result from Force Majeure.

16             Termination

16.1     Classic Trade may terminate this contract with immediate effect If a Buyer or Seller commits a material breach of the contract, or the Buyers or Sellers circumstances change and they no longer meet the required criteria to use the platform.

16.2     The above action is at the discretion of Classic Trade although they are not obliged to take any of the actions specified.

17             Dispute resolution

17.1     Classic Trade is a platform to facilitate the buying and selling of trade vehicles by introducing Users to each other. Classic Trade will not, and is not obliged to assist, in any disputes between the Buyer and Seller. Nevertheless, Classic Trade reserves the right to refuse or remove purchases at its absolute discretion, including where there are or have been obvious typographical errors.

17.2  Without prejudice to clause 18.1, Users may submit complaints about other Users’ Use of the Platform. Classic Trade will investigate all such complaints and take such action as it deems necessary, including any rights it has under clause 17.

 

           

18             Notices

18.1     Any notice or other communication given by a party under these Conditions shall:

18.1.1      be in writing;

18.1.2      be signed by, or on behalf of, the party giving it; and

18.1.3      be sent to the relevant party at the address set out in the Contract

19        Further assurance

The Seller shall at the request of Classic Trade, and at the Seller’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

20             Entire agreement

20.1     The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

20.2     Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

20.3     Nothing in these Conditions purports to limit or exclude any liability for fraud.

21             Variation and Waiver

21.1     No changes to these Terms and Conditions are valid or have any effect unless agreed by Classic Trade. Classic Trade reserve the right to vary these Terms from time to time. Updated Terms will be displayed on the platform, by continuing to use and access the platform Buyers and Sellers agree to be bound by any variation made by Classic Trade. It is the responsibility of the Buyer and Seller to check these Terms from time to time to verify such variations.

 

22             Assignment

22.1     The Seller may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Classic Trade’s prior written consent.

22.2  Classic Trade may assign, subcontract, encumber or transfer any right or obligation under the Contract, in whole or in part, at any time without prior notice to the Seller.

23             No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

24             Severance

24.1     If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

24.2     If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

25             Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Request, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.

26             Third party rights

Except as expressly provided for in clause 30, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

27             Governing law and Jurisdiction

27.1     The Contract and any dispute or claim arising out of, it shall be governed by, and construed in accordance with, the laws of England and Wales.

 

27.2     The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract.