These terms apply to every sale to a CEN trade customer. They replace our retail Terms of Sale and Returns Policy for trade orders. Please also read our Trade Returns Policy, which forms part of these terms.
1. ABOUT THESE TERMS
1.1 These terms apply to every sale of goods by CEN-UK LTD (trading as CEN and CEN Automotive) to a trade customer.
1.2 CEN-UK LTD is a company registered in England and Wales, company number 07254850, VAT number GB990702802. Registered office and trade counter: Unit 25 Technology Drive, Beeston, Nottingham NG9 1LA. Telephone 0115 924 0666, email sales@cen.uk.
1.3 A "trade customer" is a business, sole trader or other organisation buying goods for use in, or resale through, its trade or profession, including through an approved CEN trade account. Trade customers are not consumers, so the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 (including the 14-day cancellation right) do not apply to trade sales.
1.4 By opening a trade account or placing a trade order you accept these terms. They apply to the exclusion of any terms on your purchase order or other documents, unless we agree otherwise in writing.
1.5 In these terms, "we", "us" and "our" mean CEN-UK LTD, and "you" and "your" mean the trade customer.
2. TRADE ACCOUNTS
2.1 Trade accounts are available to UK-based businesses only. To apply you must give us your business name, trading address and, where relevant, your company number and VAT number. We may ask for further proof that you trade.
2.2 We decide whether to open an account, and which pricing tier applies to it, at our discretion. We do not have to give reasons for declining an application.
2.3 Your trade login is for your business only. You are responsible for every order placed through it and must tell us straight away if you think someone else has used it.
2.4 You must tell us promptly if your business name, address, legal status or ownership changes.
2.5 We may change your pricing tier, suspend or close your account at any time, for example if you no longer trade, if a payment fails or is reversed, or if you breach these terms.
3. ORDERS AND ACCEPTANCE
3.1 You can order online through your trade account, by phone, by email or at our trade counter. Every order is an offer to buy, which we may accept or decline.
3.2 An order confirmation email only confirms we have received your order. A contract is formed when we dispatch the goods, or hand them over at our trade counter.
3.3 We may decline or cancel an order before dispatch if the goods are unavailable, if there is a pricing or description error, if payment is not authorised, or if your account is on hold. If you have already paid, we will refund you in full.
3.4 You are responsible for checking that the goods you order are the right part, model and specification for your application and vehicle. Our staff are happy to advise, but the final choice is yours.
3.5 A trade order cannot be cancelled after dispatch. You may cancel before dispatch by contacting us straight away, except for special orders (3.6).
3.6 Special orders are goods we do not normally hold in stock and order in from a supplier or manufacturer for you. Special orders cannot be cancelled or returned once placed, unless they are faulty.
4. PRICES
4.1 Trade prices are those shown when you are logged in to your trade account, or quoted to you in writing. Prices are shown excluding VAT, which is added at the rate in force on the date of your order.
4.2 Prices can change without notice. The price that applies is the one shown when you place the order, except where there is an obvious error (3.3).
4.3 Written quotes are valid for 7 days unless the quote says otherwise, and are subject to stock availability.
4.4 Trade prices are confidential to you. You must not publish them or share them with consumers or third parties.
4.5 Our retail promotions, discount codes, price-match offers and retail finance options (such as Klarna) do not apply to trade orders unless we say so in writing.
4.6 Delivery charges for trade orders are shown at checkout, or quoted with your order, and are added to your order total.
5. PAYMENT
5.1 Payment is due in full at the time you place your order, including for special orders. We do not offer credit accounts or payment terms.
5.2 Goods are dispatched, or released at our trade counter, once payment has cleared.
5.3 You must pay in full without any deduction, set-off or counterclaim, including while a warranty or fault claim is being assessed.
5.4 If a payment fails, is reversed or is charged back after goods have been supplied, the amount becomes immediately due. We may put your account on hold and charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with our reasonable costs of recovering the debt.
6. DELIVERY AND RISK
6.1 We deliver to UK mainland addresses, or you can collect from our trade counter by arrangement. Delivery dates and timescales are estimates only. Time of delivery is not of the essence, and we are not liable for losses caused by late delivery.
6.2 Risk in the goods passes to you on delivery to your address, or when you or your courier collect them.
6.3 You must check deliveries on arrival. If packaging is visibly damaged, sign for it as "damaged" or refuse it, and photograph it.
6.4 You must tell us of any transit damage, shortage or wrong item within 2 working days of delivery, as set out in our Trade Returns Policy. Claims made after that may be refused.
6.5 If you fail to accept delivery or collect goods within 14 days of our notice that they are ready, we may charge reasonable storage and re-delivery costs, or resell the goods and charge you any shortfall.
7. OWNERSHIP OF GOODS
7.1 The goods remain our property until we have received payment in full for them and for any other sums you owe us.
7.2 Until then you may resell or fit the goods in the normal course of your business, but you must keep any unsold or unfitted goods identifiable as ours and store them safely.
7.3 If a payment fails or is reversed, or you enter any form of insolvency, we may recover goods that are still ours. You allow us, and our agents, to enter your premises during business hours for that purpose.
8. RETURNS, FAULTS AND WARRANTY
8.1 Trade goods are sold on a non-returnable basis. We do not accept returns of goods that are not faulty, including goods ordered in error, no longer needed, or that do not fit or suit your customer's vehicle or application.
8.2 Faulty goods, transit damage, shortages and wrong items supplied by us are handled under our Trade Returns Policy, which forms part of these terms.
8.3 Goods carry the manufacturer's warranty for the period the manufacturer gives. We will pass on the benefit of that warranty to you, and our obligations for faulty goods are limited to those in the Trade Returns Policy.
8.4 Any warranty or promise you give your own customers beyond the manufacturer's warranty is your responsibility, not ours.
9. INSTALLATION AND USE
9.1 Goods must be installed by a competent person, following the manufacturer's instructions and good trade practice, including correct fusing, wiring and earthing.
9.2 We are not responsible for faults, damage or losses caused by incorrect installation, modification, misuse, incorrect power supply, water ingress, or use outside the manufacturer's specification.
9.3 Any advice we give on fitment or compatibility is given in good faith from the information available to us. It is your responsibility to confirm compatibility with the vehicle or system before fitting.
9.4 We do not pay for labour, removal or refitting, vehicle hire, downtime or any other costs connected with fitting goods or with a fault in them.
10. LIABILITY
10.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title), or for anything else that cannot lawfully be limited.
10.2 Subject to 10.1, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded to the fullest extent the law allows. Our obligations for faulty goods are those set out in the Trade Returns Policy.
10.3 Subject to 10.1, we are not liable for any loss of profit, revenue, business, contracts or goodwill, any labour or fitting costs, or any indirect or consequential loss, however caused.
10.4 Subject to 10.1, our total liability for any order, whether in contract, negligence or otherwise, is limited to the price you paid for the goods concerned.
10.5 You agree that these limits are reasonable given the trade prices we offer, and that you can insure against these risks.
11. GENERAL
11.1 We are not liable for delay or failure caused by events beyond our reasonable control, including supplier or manufacturer shortages, courier failures, strikes, severe weather or utility failures.
11.2 We process your business contact details in line with our Privacy Policy.
11.3 We may update these terms from time to time. The version on our website when you place an order applies to that order.
11.4 You may not transfer your rights under these terms without our written consent.
11.5 If any part of these terms is found unenforceable, the rest remains in force. If we do not enforce a right straight away, we can still enforce it later.
11.6 These terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
