Terms of Use
INFORMATION ABOUT D.H. Systems Consultancy Limited
This website (the “Website”) and the Service (as defined in Part 4 of these Terms) is operated by D.H. Systems Consultancy Limited, a company incorporated in Scotland (company number SC182536) and having its registered office at Studio 107, Abbey Business Centre, Paisley, PA1 1TJ (“DHS”). DHS’ VAT number is 703-7534-48.
Capitalised terms used in these Terms are defined in Part 4.
Part 1 - General Terms
Part 2 - Terms applicable to Sellers
Part 3 - Terms applicable to Purchasers
Part 4 - Definitions and interpretation1 Acceptance of these Terms
By registering for the Service, you accept these Terms. If you do not accept these Terms, you should not register for the Service and should cease to access the Website.
2 Purpose of the Service
DHS provides the Service solely for the purpose of providing registered users of the Service with a marketplace for the sale and purchase of used vehicle parts.
3 Transactions
3.1 A Member (called a “Purchaser”) may post a request for Goods by placing a request for those Goods on the Website (referred to in these Terms as a “Request”). Another Member (called a “Seller”) may then offer to sell the Goods (or part of the Goods) specified in the Request by placing a response to that Request setting out the Goods which it is willing to sell and the price at which they are offered (the “Price”) and any delivery charge or other costs associated with the sale of the Goods (the “Delivery Charges”) (which response shall be referred to in these Terms as a “Response”). In contractual terms, a Response is an offer to sell the Goods - not an invitation to treat. Only Full Members may sell Goods using the Website (see Part 2).
3.2 In a Transaction, the Price provided by the Seller in a Response shall be a fixed price. Unless the Seller has confirmed its intention to charge VAT on the Goods and/or any Delivery Charges at the time of placing its Response (by selecting the appropriate option to charge VAT on the Website), the Price and the Delivery Charges shall be deemed to be inclusive of any VAT and/or any other taxes applicable to the supply of the Goods in question. To be clear, a Seller may only charge or attempt to charge the Purchaser for any VAT in addition to the Price and/or the Delivery Charges if it has confirmed its intention to charge VAT when placing its Response.
3.3 A Purchaser will accept an offer to sell the Goods by the Seller in terms of its Response (including the Price for the Goods and any Delivery Charges specified by the Seller in its Response) by clicking on the “accept” button for that Response. Upon the acceptance by the Purchaser of the Seller’s Response, a binding contract shall be formed between the Seller and the Purchaser for that Transaction and the sale of the Goods.
3.4 On the acceptance of the Seller’s response, DHS will email the Seller and the Purchaser to confirm the Transaction and to provide the Seller with the Purchaser’s details. However, you acknowledge that the primary method of communicating the acceptance of a Response is through the Website and it is your responsibility to check the Website to see whether or not a Response has been accepted, and that such email is for confirmatory purposes only.
3.5 Each Transaction shall be subject to the then current Terms and Conditions of Sale. Where you are a Seller or a Purchaser, in relation to each Transaction, you warrant to the other party to that Transaction, and separately to DHS, that you will comply with your obligations in relation to that Transaction.
4 DHS’ role
4.1 Through the Website, DHS provides a facility to allow Purchasers to complete Transactions with potential Sellers. DHS is not an intermediary, nor an agent for either party, and is not a party to any Transaction. Accordingly, the contract for each Transaction shall be solely between the Seller and the Purchaser. The enforcement of any contractual obligations arising out of any Transaction (whether under the Terms and Conditions of Sale or otherwise) is the responsibility of the parties to that Transaction and you acknowledge and agree that DHS is not obliged to mediate any disputes between the parties to a Transaction, or to force either the Buyer or the Seller to comply with its obligations.
4.2 Notwithstanding the terms of this paragraph 4, the parties shall be entitled to refer any dispute to the British Vehicle Salvage Federation for determination in accordance with paragraph 18.2.
5 Membership of the Service
5.1 In order to use the Service, you must be a Member. You can apply to become a Member through the [ sign-up process].
5.2 Where you are an individual, and you apply to become a Member of the Service, you warrant that you will use the Service only in the capacity of carrying on your business, and not as a consumer.
5.3 Only those parties who are Full Members may sell Goods using the Service. The current rules on who is entitled to become a Full Member are available from the registration screen. For the avoidance of doubt, only fully paid up members of the British Vehicle Salvage Federation are eligible to apply for Full Membership.
5.4 Full Membership of the Service is subject to payment of the Annual Fee, as set out in the registration screen. Where you are a Full Member, DHS will invoice you annually in advance for the Annual Fee, which shall be paid by you to DHS through the Accounting Procedure.
5.5 Where you are a Seller, in the event that you cease to be a Member at any time, any Responses which you have posted, but which have not yet been accepted by a Purchaser, will be removed from the Service.
6 Termination
6.1 In the event that you are in breach of these Terms, and/or any other agreement between you and DHS and/or any other rules notified to you, DHS may, at its sole discretion, forthwith by notice terminate your registration as a Member and your right to use the Service.
6.2 Notwithstanding paragraph 6.1, DHS may at anytime give you 30 days’ notice of its intention to withdraw the Service and terminate your registration as a Member.
7 DHS’ Rights in relation to a Transaction
7.1 Without prejudice to any other rights that it may have, DHS may, at its discretion, remove, edit or delete any Request or Response (a “Post”) if
7.1.1 the Member who made that Post is, or has been in breach of these Terms, or has otherwise failed to comply with its obligations in respect of a previous Transaction;
7.1.2 the Post is in breach of these Terms or any other house rules for using the Service notified by DHS to Members from time to time;
7.1.3 DHS has reason to believe that the Post is fraudulent, or misleading; or
7.1.4 DHS otherwise deems it reasonable to do so.
8 Licence
8.1 You are permitted to print and download extracts from the Website for your own use on the following basis:
8.1.1 no documents or related graphics on the Website are modified in any way;
8.1.2 no graphics on the Website are used separately from accompanying text; and
8.1.3 DHS’ copyright and trade mark notices and this permission notice appear in all copies.
8.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by DHS or its licensors. For the purposes of this legal notice, any use of extracts from the Website other than in accordance with paragraph 8.1 above for any purpose is prohibited. If you breach any of the terms in this legal notice, DHS may terminate your permission to use the Website and your registration as a Member. In the event of that DHS terminates your registration as a Member, you must immediately destroy any downloaded or printed extracts from the Website.
8.3 Subject to paragraph 8.1, and except to the extent permitted by law, no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without DHS’ prior written permission.
8.4 Any rights not expressly granted in these terms are reserved.
9 Service access
9.1 While DHS endeavours to ensure that the Website and the Service is normally available 24 hours a day, DHS shall not be liable if for any reason the Website and/or the Service are unavailable at any time or for any period.
9.2 Access to the Website and the Service may be suspended temporarily and without notice in the case of system failure, downtime for maintenance or repair or for reasons beyond DHS’ control.
10 Data protection and Privacy
DHS will process information about you in accordance with its privacy policy. By using the Website and the Service, you consent to such processing and you warrant that all data provided by you is true and accurate.
11 Disclaimer
11.1 While DHS endeavours to ensure that the information on the Website is correct, DHS does not warrant the accuracy and completeness of the material on the Website. DHS may make changes to the material on the Website, or to the Service, at any time without notice. The material on this Website may be out of date, and DHS makes no commitment to update such material.
11.2 The material on this Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, DHS provides you with this Website on the basis that DHS excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose, the use of reasonable care and skill, that the Goods will be as represented by the Seller, that the Seller has legal title to sell the Goods, or that the Seller or the Purchaser will comply with these Terms and/or the Terms and Conditions of Sale) which but for this legal notice might have effect in relation to the Website and/or the Service.
12 Limitation of Liability
12.1 DHS, any other party (whether or not involved in creating, producing, maintaining or delivering the Website and/or the Service), and any of the DHS’ officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort or delict (including without limitation negligence), contract or otherwise) in connection with
12.1.1 the Website and/or the Service howsoever caused;
12.1.2 in connection with the use, inability to use or the results of use of the Website and/or the Service;
12.1.3 any websites linked to the Website; or
12.1.4 the material on such websites,
including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.
12.2 Nothing in this paragraph 12 shall exclude or limit DHS’ liability for:
12.2.1 death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
12.2.2 fraud; or
12.2.3 misrepresentation as to a fundamental matter; or
12.2.4 any liability which cannot be excluded or limited under applicable law.
12.3 If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
13 VAT
13.1 Where you are a Seller, you agree, pursuant to paragraph 3.2, that it is your responsibility to determine whether VAT and/or any other taxes apply to the sale of the Goods to the Purchaser using the Service, and to collect, report and remit the correct tax as applicable. DHS shall not be responsible for (i) determining whether or not VAT and/or any other taxes apply to the sale of any Goods using the Service, or (ii) collecting, reporting and/or remitting the correct tax as applicable.
13.2 Where you are a Seller:
13.2.1 you warrant to DHS that you will comply with your obligations under paragraph 13.1 ;and
13.2.2 you hereby indemnify DHS for any loss, expense (including legal expenses), costs or damage incurred by DHS and arising out of your failure to comply with your obligations under paragraph 13.1 and/or any failure to correctly determine whether any VAT is applicable to the sale of the Goods to the Purchaser.
14 Trade mark
The British Vehicle Salvage Federation trade mark (the “Trade Mark”) is a registered trade mark of the British Vehicle Salvage Federation and the Trade Mark and the British Vehicle Salvage Federation name are used under licence from the British Vehicle Salvage Federation. You are given no right to use the Trade Mark, other than to the extent set out in paragraph 8.
15 Assignation and sub-contracting
15.1 Subject to paragraph 15.2 , you may not assign, subcontract or otherwise transfer your Membership of the Service and/or any of your rights and obligations under these Terms whether in whole or in part without the prior written consent of DHS.
15.2 You acknowledge that in providing the Service, DHS intends to sub-contract certain of its obligations under these Terms and you hereby consent to such subcontracting.
16 Notices
16.1 DHS may serve notice to you by:
16.1.1 email to the email address provided by you during the registration process (or such other email address as you may notify to DHS from time to time); or
16.1.2 by posting a notice on the Website.
16.2 You may serve notice on DHS as follows:
16.2.1 by hand or by post to the Managing Director, DH Systems Consultancy Limited, Studio 107, Abbey Business Centre, Paisley, PA1 1TJ; or
16.2.2 by email to dave@dhsystems.co.uk,
or such other address and/or email address as DHS may notify to you, provided that within 24 hours of sending it by email, the notice is also left with, or posted to, DHS in accordance with paragraph 16.2.1 .
17 Severability and waiver of remedies
17.1 If any paragraph (or part of a paragraph) of these Terms should be found not to be valid, lawful or enforceable by a court having proper authority, or if the law changes so that it becomes invalid, unlawful or not enforceable to any extent, then this paragraph will apply. The paragraph (or part affected) will be treated as having been deleted from the remaining terms of these Terms which will continue to be valid. In addition, the parties will use reasonable efforts to replace the deleted paragraph (or part) with a valid replacement provision which is as close as possible in meaning to the one that has been deleted.
17.2 If either party delays or fails to exercise its rights under there Terms on the occurrence of any event, it does not prevent that party from exercising those rights at any time afterwards in relation to that or another event. In addition, if a party waives its right on one occasion this does not mean that the party has lost (or waived) these rights on a later occasion.
18 Dispute Resolution Service
18.1 If a dispute (a “Dispute”) arises between a Purchaser and a Seller in relation to a Transaction, the parties to that Transaction shall enter into good faith negotiations to seek to resolve the Dispute between them.
18.2 In the event that the parties are unable to resolve the Dispute, either party may refer the Dispute to the British Vehicle Salvage Federation for determination in accordance with the Terms and Conditions of Sale.
19 No joint venture or partnership
These Terms do not create a partnership or joint venture between the parties to it and except as expressly provided in these Terms neither party will enter into or have authority to enter into any engagement or make any representations or warranties on the other party's behalf, nor will they seek to otherwise bind or oblige the other party in any way.
20 Entire agreement and variations
20.1 These Terms and the Terms and Conditions of Sale contain all of the terms of the agreement between DHS and you relating to the matters covered in these Terms. Additions or changes to these Terms will only be binding upon the parties where they are agreed in writing (which may be represented electronically) by a duly authorised representative of each party.
20.2 DHS may vary and/or modify these Terms without notice. It is your obligation to check this Website from time to time to review the then current Terms. Your continued use of the Service and the Website following any changes to these Terms will constitute your acceptance of such variations and/or modifications. If you do not agree to any changes to these Terms, your sole remedy is to cease use of the Service and the Website.
21 Law
These Terms are made under Scots law and the Scottish courts will have the non-exclusive authority to settle any dispute arising under or connection with it.
PART 2 TERMS APPLICABLE TO SELLERS
22 Warranties
22.1 By placing a Response on the Website, you, as a Seller, warrant, represent and undertake to DHS, and separately to the Purchaser of the Goods:
22.1.1 that you are the legal owner of the Goods that you are offering to sell and/or that you are otherwise authorised by the legal owner to offer those Goods for sale;
22.1.2 that the Goods are and at the time of any sale will continue to be free from all third party claims, liens and encumbrances;
22.1.3 that your Response it true and accurate, and not misleading in anyway;
22.1.4 that you are established in the
United Kingdom
and will be supplying the item offered for sale from the
United Kingdom
; and
22.1.5 that the Goods are otherwise in accordance with the requirements and warranties set out in the Terms and Conditions of Sale.
23 Fees
23.1 By placing a Response on the Website, you, as a Seller, are offering to sell the Goods specified in that Response and, in relation to any subsequent Transaction for those Goods, you agree to pay to DHS the relevant Sales Fee for the Transaction, together with any VAT chargeable thereon by DHS, which shall be paid by you in accordance with the Accounting Procedure.
23.2 The current Sales Fees are set out in [ insert link to current fees schedule].
24 Accounting Procedure
24.1 Around the 15th day of each month, DHS shall, in respect of any Transactions between Full Members in the preceding calendar month, for each Full Member:
24.1.1 raise an invoice in the name of that Member to every other Full Member who has purchased Goods from that Member for the Goods which that Member supplied, together with VAT, insurance and delivery/carriage costs charged by the Member supplying those Goods;
24.1.2 issue an invoice in respect of any Sales Fees payable by that Member to DHS, together with any other sums which DHS may be entitled recover from that Member under these Terms (including the Annual Fee); and
24.1.3 issue a statement showing the gross total amount
24.1.3.1 due to that Member (a “Credit Payment”); or
24.1.3.2 owed by that Member (a “Debit Payment”),
in respect of the Transactions undertaken by that Member in the month in question.
(together referred to as the “Accounting Statements”).
24.2 Subject to paragraph 24.4 , the parties agree that any dispute between a Seller and the Purchaser as to sums due and/or the parts ordered shall be a matter between those parties only and shall be settled in accordance with paragraph 18. Upon settlement of such dispute (and notice in writing to that effect from the BVSF or the courts), DHS shall reflect the outcome in the Accounting Statements for the following month.
24.3 DHS shall receive and/or remit any Debit Payments or Credits Payments as follows:
24.3.1 Debit Payments shall be received from the Member by direct debit on the 28th day of the month (or first Business Day thereafter); and
24.3.2 provided that DHS has successfully received the relevant Debit Payments, Credit Payments shall be remitted to the Member by bank transfer on the 5th day of the following month (or the first Business Day thereafter).
To be clear, in the event that DHS is, for any reason, unable to collect any Debit Payments (or part of any Debit Payments) from a Member, DHS will not remit the corresponding Credit Payments (or part of a Credit Payment) to the Member(s) who would otherwise be due those funds. In such an event, you acknowledge and agree that it is the Seller’s responsibility to recover such sums directly from the Purchaser (whether under the dispute resolution procedure referred to in paragraph 18, or otherwise).
24.4 DHS will hold any funds received by it through the Accounting Process in a separate bank account, pending remittance of any Credit Payments. You agree that any interest earned on any funds held by DHS on your behalf will be retained by DHS.
24.5 In the event of any accounting error in the calculation of Debit Payments or Credit Payments by DHS, such error shall be rectified by DHS in the Accounting Statements for the following month, save where there is a manifest error, in which case DHS will use reasonable endeavours to remedy the error as quickly as possible.
24.6 To be clear, DHS shall not be responsible for collecting funds from Purchasers and remitting such funds to the Seller where the Purchaser is a Limited Member.
PART 3 TERMS APPLICABLE TO PURCHASES
25 Payment
25.1 Where the Purchaser is a Full Member, the Purchaser shall pay the Price and the Delivery Charges, together with any VAT chargeable by the Seller in addition thereon, under the Accounting Procedure.
25.2 Where the Purchaser is a Limited Member, the Purchaser shall pay the Price and the Delivery Charges, together with any VAT chargeable by the Seller in addition thereon, directly to the Seller in accordance with the Seller’s instructions for payment of such sums.
26 Inspection of Goods
26.1 Upon receipt of the Goods, the Purchaser will immediately inspect the Goods for damage and to ensure that the Goods comply with the details and description provided by the Seller. In the event that the Purchaser wishes to return or reject the Goods, it shall return the Goods to the Seller, not DHS.
27 Indemnity
27.1 Where you are a Purchaser, you hereby indemnify DHS for any loss, expense (including without limitation any legal expenses), costs or damage incurred by DHS and arising out of your failure or inability to pay any sums due in respect of any Transaction.
PART 4 DEFINITIONS AND INTERPRETATIONS
28 Definitions
28.1 In these Terms, the following terms shall have the following meanings:
28.1.1 “Accounting Procedure” means the accounting procedure for Seller’s accounts with DHS, as set out in paragraph 24 of these Terms;
28.1.2 “Annual Fee“ means the annual membership fee payable by Full Members, as set out in the [ registration screen];
28.1.3 “Business Day“ means Monday to Friday, except for days which are Bank Holidays in Scotland;
28.1.4 “Delivery Charges“ means any delivery costs, insurance costs and/or any other costs specified by the Seller in its Response and payable by the Purchaser in addition to the Price;
28.1.5 “Full Member” means a registered member of the Service who is entitled to both sell and purchase Goods using the Service;
28.1.6 “Goods” means the goods made available for sale by a Seller using the Service, being used vehicle parts;
28.1.7 “Limited Member” means a registered member of the Service who is only entitled to purchase Goods using the Service;
28.1.8 “Member” means any party who has registered for the Service (whether as a Full Member or a Limited Member);
28.1.9 “Price“ means the price for the Goods specified by the Seller in the relevant Response;
28.1.10 “Purchaser” means, in relation to each Transaction, the Member purchasing the Goods;
28.1.11 “Request” means any request made by a Member for the supply of any Goods;
28.1.12 “Response” means any offer to sell Goods made by a Seller in response to a Request;
28.1.13 “Sales Fee” means the fee charged by DHS in relation to each sale made pursuant to a Response using the Service. The current Sales Fees are listed here [ fees schedule];
28.1.14 “Seller” means, in relation to each Transaction, the Member selling the Goods;
28.1.15 “Service” means the marketplace service provided by DHS through the Website for the sale of used vehicle parts;
28.1.16 “Terms and Conditions of Sale” means the then current terms and conditions of sale between a Seller and a Purchaser for the sale of Goods using the Service, the current version of which is available [ here];
28.1.17 “Transaction“ means a transaction for the sale of Goods facilitated by the Service; and
28.1.18 “Website” means the website at http://www.bvsfparts.co.uk
28.2 Any use of the word “including” shall not be limited by the words that follow.
28.3 A reference to a statutory provision includes a reference to the statutory provision as modified, re-enacted or both from time to time before or after the date on which you accept these Terms, and any subordinate legislation made under the statutory provision (as modified or re-enacted) before or after the date on which you accept these Terms.