SHIRLAWS LIMITED

Terms and Conditions of Sale of Motor Vehicles

(Subject to Scots Law)

IMPORTANT: These Terms and Conditions do not affect the statutory rights of a Consumer. These Terms shall be governed by and construed in accordance with the law of Scotland and subject to the exclusive jurisdiction of the Scottish Courts.

PART I – SALE OF MOTOR VEHICLES TERMS & CONDITIONS

1. Definitions

In these Conditions:

“Dealer” means Shirlaws Limited, the seller of the Goods.

“Customer” means the person or business purchasing Goods from the Dealer.

“Consumer” means an individual acting wholly or mainly outside their trade, business, craft or profession.

“Goods” means all vehicles and any other goods supplied by the Dealer.

“Vehicle” includes any car, van, trailer, caravan, motorcycle and all accessories and components.

“Contract” means the agreement between the Dealer and Customer incorporating these Terms.

2. Entire Contract

These Terms represent the entire Contract between the Dealer and the Customer and may only be varied by written agreement signed by both parties.

3. Interpretation

Words importing the singular include the plural and vice versa. References to persons include individuals, partnerships and corporate entities.

4. Severability

If any provision of these Terms is found unenforceable or invalid, the remainder shall remain in full force and effect.

5. Acceptance of Order

Any order and any allowance offered for a part exchange vehicle is subject to acceptance and written confirmation by the Dealer.

6. Delivery – Time Not of the Essence

Unless expressly agreed in writing, time for delivery is not of the essence.

Any delivery date quoted is an estimate only. The Dealer will use reasonable endeavours to meet estimated delivery dates but does not guarantee delivery on any particular date.

If the Dealer fails to deliver Goods within 21 days after the estimated delivery date, the Customer may serve written notice requiring delivery within 14 days. If delivery is not made within that period, the Customer may cancel the Contract and any deposit paid shall be refunded.

7. New Goods

Supply of new Goods is subject to any lawful manufacturer or distributor conditions attaching to supply or resale.

The Dealer shall:

• carry out manufacturer pre-delivery inspections;

• use reasonable endeavours to pass on applicable manufacturer warranties;

• notify the Customer of any manufacturer price or specification changes.

Price Variations

If a manufacturer price increase is passed on, the Customer may cancel within 14 days of notification. If a manufacturer price reduction is not fully passed on, the Customer may cancel within 14 days of notification. Taxes and Charges Any figures stated for Vehicle Excise Duty, registration fees or VAT are estimates only and the Customer shall pay the sums legally payable at the relevant time.

Discontinued Models

If a manufacturer ceases production of the ordered Goods, the Dealer may cancel the Contract due to frustration. Nothing in this clause affects the rights of a Consumer under applicable law.

8. Used Goods

Used vehicles are supplied roadworthy at delivery.

In Consumer sales, statutory rights under applicable law shall apply.

The Customer acknowledges:

• any defects identified prior to sale;

• any defects reasonably discoverable upon inspection may not give rise to later claims.

9. Variations

Any agreed change to specification or supplied Goods shall be treated as an amendment to this Contract and not a new Contract.

10. Payment

Payment is due immediately upon notification the Goods are available for delivery. The Dealer may require a deposit and need not progress the order until it is paid. Accepted payment methods must be confirmed with the sales team.

Shirlaws does not accept credit card payments for vehicle orders nor personal cheques without prior clearance. Bank transfer is the preferred method of payment.

11. Place of Delivery

Unless agreed otherwise in writing, delivery shall take place at the Dealer’s premises. Where a Contract is lawfully cancelled and return of Goods is required, the Customer shall return the Goods to the Dealer’s premises unless otherwise agreed.

12. Customer Cancellation / Repudiation

If the Customer fails to pay for and collect the vehicle within 14 days of notification that it is available, the Dealer may treat the Contract as cancelled. The Dealer may:  resell the vehicle;

• deduct reasonable resale costs and any reduction in achieved sale price from any deposit;

• recover any shortfall from the Customer. Reasonable evidence of such losses shall be provided upon request.

Storage charges may apply under Clause 25.

13. Loss or Damage

The Dealer is responsible for loss or damage to a Customer vehicle only where caused by negligence of the Dealer or its employees. Customers should remove personal valuables from vehicles.

14. Return of Deposit

Where the Contract is cancelled under Clauses 6 or 7, any deposit shall be returned and the Dealer shall have no further liability.

15. Retention of Title and Risk

Risk passes when Goods are delivered into the Customer’s possession. Title in Goods remains with the Dealer until payment in full (including storage charges and interest) has been made. Until title passes:

• Goods remain property of the Dealer;

• the Dealer may recover Goods where payment defaults occur.

16. Right of Lien

The Dealer shall have a general lien over any Customer property in its possession for sums due.

17. Part Exchange

Any part exchange allowance is conditional upon:

• accuracy of the Customer’s description of age, mileage and condition;

• the vehicle being owned free of undisclosed encumbrances;

• delivery in substantially the same condition as inspected (fair wear and tear excepted).

Where finance exists, any allowance may be reduced by settlement required. Failure to satisfy these conditions entitles the Dealer to refuse the allowance and require payment of the full balance in cash.

18. Authority to Contract and Collection

The Dealer may rely on instructions from persons reasonably believed authorised by the Customer. The Dealer shall not be liable where Goods are released to persons reasonably believed authorised to collect them.

19. Authority to Drive

The Dealer may road test or otherwise move vehicles as reasonably necessary in connection with supply, inspection or preparation.

20. Finance Purchases

The Customer may, within 7 days of notice of vehicle readiness, arrange finance purchase subject to separate finance company arrangements. Part exchange provisions remain applicable.

21. Notices

Written notices sent by post or email to the Customer’s last notified address shall take effect 24 hours after dispatch.

22. Export Restrictions

The Dealer may cancel orders where export contrary to manufacturer arrangements is reasonably believed intended. The Customer indemnifies the Dealer for direct losses arising from breach of this provision.

23. Distance and Off-Premises Sales

Where applicable under distance or off-premises consumer sales law, Consumers may cancel within 14 days as provided by law. Return obligations, reimbursement rights and reasonable care obligations shall apply in accordance with applicable legislation.

24. Storage Charges

Where a vehicle remains uncollected after notification of completion or availability for collection, the Dealer reserves the right, after reasonable notice, to apply a daily storage charge at the prevailing rate. Storage charges may begin 7 days after notification unless otherwise agreed.

25. Abandoned Vehicles

Where a vehicle is left uncollected for an unreasonable period, after reasonable written notice the Dealer reserves all rights available at law, including steps to recover unpaid sums and storage charges. 

PART II – SERVICE DEPARTMENT TERMS & CONDITIONS

1. Contract Formation

A binding contract arises between Shirlaws Limited (“Shirlaws”) and the Customer upon completion of a booking for service, repair or other workshop work.

2. Capacity to Contract

By placing an order by telephone, online or in person, the Customer warrants they:  are at least 18 years old; and  are legally capable of entering into a binding contract.

3. Estimates and Authorisation

Shirlaws will provide details of service or repair costs before work is carried out. By signing the job card, the Customer authorises Shirlaws to carry out work up to the agreed spend limit stated. Any estimate is valid for 28 days unless otherwise stated. Additional work exceeding the authorised limit will not be undertaken without further approval unless necessary for safety reasons or to complete work already authorised.

4. Timescales

If servicing or repairs cannot be completed within one day due to circumstances beyond Shirlaws’ reasonable control, an advisor will notify the Customer. Completion times are estimates only.

5. Prices and VAT

All prices are subject to VAT at the prevailing rate.

6. Additional Materials

Special oils, plugs or manufacturer-specific consumables may be required and may incur additional cost. Customers will be advised of such costs.

7. Parts Used

Parts used will meet manufacturer specification or equivalent standards appropriate to preserve warranty validity where applicable.

8. Payment

Payment for goods, labour and parts is due upon completion of work and prior to release of the vehicle. Accepted payment methods:  Debit card  Credit card  Cash  Approved local account Personal cheques are not accepted.

9. Retention of Parts / Lien

Parts supplied remain property of Shirlaws until paid in full. Shirlaws reserves a lien over the Customer’s vehicle until payment is made in full.

10. Cancellation

Customers may cancel a booking at any time.

Appointments cancelled with less than 24 hours’ notice, or appointments missed without prior notice, may result in the reserved workshop time being chargeable at current labour rates. Shirlaws reserves the right to apply or waive such charge at its discretion.

Where special order parts have been ordered at the Customer’s request:

• such parts may be non-returnable;

• the Customer may be liable for their cost if cancelling the repair.

Shirlaws may request payment in advance for special order parts.

11. Collection and Delivery

Collection and delivery services may be available subject to the applicable rates set out in Schedule A – Standard Charges and Recoverable Costs, or such current rates as advised at the time of booking. Times are estimates and may vary due to unforeseen circumstances. 12. Courtesy Vehicles Where a courtesy vehicle is supplied:

12.1 Insurance

Insurance may be provided subject to insurer terms. Where a claim arises, the Customer shall be liable for the applicable insurance policy excess, currently £2,000, or such excess as may apply under the policy in force at the relevant time. If insurance is not provided, the Customer must arrange suitable cover.

12.2 Customer Obligations

The Customer is responsible for:

• valid licence entitlement;

• fuel used;

• damage beyond fair wear and tear;

• compliance with insurance terms;

• all fines, penalties, tolls and charges incurred.

Administrative charges may be made for processing penalties.

12.3 Use Restrictions

Courtesy vehicles:

• are for UK mainland use only unless written consent is given;

• must not be sub-let or used for competition purposes.

12.4 Recovery of Costs

If the Customer declines authorised work after taking a courtesy vehicle, Shirlaws may recover reasonable courtesy vehicle costs.

13. Storage and Property

Customers leave vehicles at their own risk save where loss or damage arises through negligence of Shirlaws. Shirlaws accepts no liability for personal items left in vehicles. Customers should remove valuables.

14. Limitation of Liability

Shirlaws shall not be liable for:

• unforeseeable losses;

• indirect or business losses;

• delays or damage caused by events beyond reasonable control.

Nothing excludes liability for death or personal injury caused by negligence or any liability that cannot be excluded by law.

15. Latent Defects / Unavoidable Breakages

Every care will be taken to provide the highest standard of workmanship.

However, Shirlaws shall not be responsible for unavoidable damage or additional costs caused by:

• corrosion,

• seized components,

• latent defects,

• age-related deterioration,

• pre-existing mechanical, electrical or software faults not reasonably apparent before work began,

where such issues arise despite reasonable care during repair procedures.

16. Road Testing Authority

The Customer authorises Shirlaws to road test or otherwise operate the vehicle where reasonably necessary for diagnosis, repair or quality control.

17. Storage Charges

Vehicles not collected within 7 days of completion notice may incur reasonable daily storage charges at the prevailing rate.

18. Abandoned Vehicles

Where vehicles are left uncollected for an unreasonable period, Shirlaws reserves all rights available at law to recover charges and deal with the vehicle in accordance with legal process.

19. Disputes and Complaints

Any dispute or complaint relating to Goods or Services supplied shall be handled in accordance with Part III – Complaints Policy & Procedure. Shirlaws will acknowledge complaints within 5 business days and aims to provide a written response within 20 business days, subject to extension where further investigation is reasonably required, all in accordance with the Complaints Policy.

20. Force Majeure

Shirlaws shall not be liable for delay or failure caused by events beyond reasonable control including but not limited to:

• acts of God

• industrial action

• governmental restrictions

• supply chain failures

21. Standard Charges Schedule

To promote transparency, the following standard charges may apply where relevant. Current rates are available on request and may be updated from time to time.

21.1 Storage Charges

Where storage charges apply under these Terms, charges shall be levied at the prevailing daily rate notified by Shirlaws from time to time. Storage charges may apply for vehicles left uncollected beyond 7 days after completion notice unless otherwise agreed.

21.2 Diagnostic Charges

Diagnostic inspections and fault-finding may be chargeable, including where repairs are not proceeded with after diagnosis. Diagnostic time may be charged at the prevailing labour rate unless otherwise agreed.

21.3 Special Order Parts

Special order or non-returnable parts ordered at a Customer’s request may be payable in full and may require advance payment.

21.4 Courtesy Vehicle and Administration Charges

Reasonable charges may apply where incurred for fuel shortages, penalty processing, uninsured damage, failed payments or recoverable courtesy vehicle costs.

Schedule A – Standard Charges and Recoverable Costs (Appendix)

All charges are subject to VAT unless expressly stated otherwise.

Charges may be amended from time to time. The rates in force at the date services are supplied or charges are incurred shall apply.

Shirlaws reserves the right to recover additional reasonable third-party costs incurred where applicable and not specifically covered above.

21.5 Publication of Charges

A current schedule of labour rates, storage charges and administration charges is available from the Service Department and may be displayed on premises or issued with job documentation.

21.6 Fairness

All charges under this Schedule shall be reasonable and proportionate.

22. Changes to Terms

These Terms may be updated from time to time.

The Terms in force at the date of booking or order shall apply to that transaction.

GENERAL LEGAL PROVISIONS

Consumer Rights

Nothing in these Terms affects statutory rights under Scots law or applicable UK consumer legislation.

Governing Law

All contracts and disputes arising from these Terms shall be governed by and interpreted in accordance with the law of Scotland.

The Scottish Courts shall have exclusive jurisdiction.

PART III – COMPLAINTS POLICY & PROCEDURE

1. Complaints Policy

Shirlaws Limited is committed to providing a high standard of service in sales, servicing, repairs, finance introductions and all associated customer interactions.

If something goes wrong, we want to know so concerns can be investigated fairly, resolved promptly and used to improve our service.

Nothing in this Policy affects any statutory or legal rights.

2. How to Make a Complaint

Complaints may be made in person, by telephone, by email or in writing. Customers should provide, where applicable:

• name and contact details;

• vehicle registration or chassis number;

• invoice, order or job card reference;

• details of the complaint and preferred resolution.

3. Complaint Handling

Procedure Stage 1 – Acknowledgement

Complaints will be acknowledged within 5 business days. An acknowledgement will confirm:

• the complaint is being reviewed;

• the name of the person handling the complaint; and

• the next steps.

Stage 2 – Investigation

A written response will normally be issued within 20 business days. Where further investigation is required, Shirlaws will explain:

• why more time is required; and

• when a final response can be expected.

Stage 3 – Final Response

If a final response is not available within 40 days, an update will be provided explaining the delay.

4. Escalation

If a Customer remains dissatisfied after a final response, they may request a further internal review.

This procedure does not affect any legal remedies available.

5. Complaints Involving Third Parties

If another manufacturer, supplier, finance provider, insurer or third party may be wholly or partly responsible for a complaint, Shirlaws may, with the Customer’s written consent:

• refer the complaint or relevant part to that party;

• provide contact details for that party; and

• continue to deal with any part remaining the responsibility of Shirlaws.

Where the complaint relates to regulated finance or insurance activities, any complaint handling and escalation rights available under applicable regulation shall continue to apply.

6. Data Protection

Any personal information processed or transferred in connection with complaint handling shall be handled in accordance with the Data Protection Act 2018 and applicable UK data protection law.

7. Complaint Records

Complaint records shall be retained for a minimum period of six years.

8. Relationship to Sales and Service Terms

This Complaints Policy forms part of and should be read alongside:

• Part I – Terms and Conditions of Sale;

• Part II – Service Department Terms and Conditions.

Where a complaint concerns sales or service obligations, those Terms and Conditions shall continue to apply.

9. Governing Law This Complaints Policy shall be governed by Scots law and subject to the jurisdiction of the Scottish Courts.

PART IV – DATA PROTECTION, PRIVACY & SUBJECT ACCESS REQUESTS

1. Data Protection Commitment

Shirlaws Limited is committed to protecting personal data and processing information lawfully, fairly and transparently in accordance with UK GDPR, the Data Protection Act 2018 and Scots law. Shirlaws acts as a Data Controller where it determines how personal data is processed.

2. Personal Data

We May Process We may process personal data including:

• customer contact details;

• vehicle ownership and registration details;

• sales and service records;

• payment and finance introduction information;

• complaint records;

• CCTV images where applicable;

• website, email and marketing enquiry data.

3. Purposes of Processing

Personal data may be used for:

• fulfilling sales and service contracts;

• warranty administration;

• vehicle servicing and recall administration;

• customer communication;

• legal and regulatory compliance;

• fraud prevention and security;

• complaint handling;

• marketing communications where permitted.

4. Lawful Bases

Processing may be carried out under one or more lawful bases including:

• performance of contract;

• legal obligation;

• legitimate interests;

• consent where required.

5. Data Sharing

Information may be shared where necessary with:

• manufacturers and warranty providers;

• finance or insurance providers where relevant;

• professional advisers;

• IT and software providers;

• regulators or authorities where legally required.

Personal data will not be sold.

6. Retention of Data

Personal data shall only be retained for as long as reasonably necessary and in accordance with legal, regulatory and operational requirements. Indicative retention periods may include:

• sales and service records: minimum 6 years;

• complaint records: minimum 6 years;

• CCTV recordings: as per operational policy unless required longer.

7. Customer Rights

Individuals may have rights to:

• access personal data;

• request correction;

• request erasure where applicable;

• restrict or object to processing;

• data portability where applicable;

• withdraw consent where processing relies on consent.

Requests may be made in writing to Shirlaws.

8. Subject Access Requests (SARs)

Subject Access Requests will be handled as follows:

• Requests may be submitted in writing or by email.

• Identity may require verification before disclosure.

• Responses will normally be provided within one month, subject to lawful extension where permitted.

• Exemptions may apply where permitted by law.

• A record of requests and responses may be maintained.

9. Data Security

Shirlaws will take reasonable technical and organisational measures to protect personal data against unauthorised access, loss, misuse or disclosure.

10. Data Breaches

Where personal data breaches occur, Shirlaws will manage them in accordance with legal obligations and, where required, notify relevant authorities or affected individuals.

11. Marketing Communications

Marketing communications will be sent only where permitted by law and customers may opt out at any time.

12. CCTV

Where CCTV is operated for security, crime prevention or safety, signage will be displayed and recordings processed in accordance with applicable law.

13. Complaints About Data Handling

Complaints regarding data protection may be raised through Part III – Complaints Policy. Individuals may also raise concerns with the Information Commissioner’s Office.

14. Governing Law

This Policy shall be governed by Scots law and subject to the jurisdiction of the Scottish Courts.

15. Review

This policy may be reviewed and updated from time to time.

SHIRLAWS LIMITED

Ride safe,

Shirlaws