TERMS AND CONDITIONS OF USE

Introduction

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Preferred Supplier Network, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Preferred Supplier Network and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Preferred Supplier Network and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

Purpose of the platform

The Preferred Supplier Network is a Web-based platform constructed to assist Retailers in the new and used car industry to deliver their brands to their customers by using a network of only their chosen, reliable Logistics Suppliers.

Logistics Supplier duties

1. The Logistics Supplier warrants and undertakes to both PSN and the Retailer that:
   1. it enters into these Conditions in the course of its business, not as a private individual, with full capacity to meet and carry out its obligations under these Conditions;
   2. all information and documents provided as part of its registration as a Logistics Supplier with PSN are complete and accurate and it will inform PSN of any changes to such information in writing immediately;
   3. all information it provides in connection with the Movement is complete and accurate;
   4. it shall perform the Movement in accordance with the request and any additional reasonable requirements communicated to it in writing by the Retailer and/or PSN;
   5. it shall not subcontract the Movement in whole or part;
   6. it shall carry out the Job in accordance with all applicable laws and regulations, including health and safety legislation and compliance with HSE (Health and Safety Executive) and DVSA (Driver & Vehicle Standards Agency) guidance;
   7. it shall employ personnel who are suitably qualified and experienced to perform the tasks assigned to them and in sufficient number to ensure that its obligations under these Conditions are fulfilled;
   8. it shall adhere to the fuel policy requested by the Retailer regarding customer deliveries or stock movements as defined in the Retailers’ Service Level Agreement;
   9. it shall provide clear and transparent fuel receipts relating to any vehicle movements needing fuel;
   10. it shall ensure that pre-collection calls are made to the collection site before sending personnel to collect the vehicle to ascertain that the vehicle is ready for collection. The full name of the person confirming that the vehicle can be collected must be taken in line with the Retailer’s Service Level Agreement;
   11. it shall use the PSN POC/POD to record the condition of the Vehicle upon collection and delivery and to submit signatures on behalf of Logistics Supplier and Retailer as confirmation of delivery;
   12. it has in place all necessary licences for the operation of its business and provision of the Movement and shall provide evidence of such licences to the Retailer and PSN immediately upon request;
   13. it has in place and shall maintain such insurances with reputable insurers against those risks and to the extent that is usual for a Logistics Supplier of its size and sufficient to cover the liabilities accepted under these Conditions. The Logistics Supplier shall provide evidence of such insurances to PSN prior to accessing the Platform and ensure that these are updated upon each renewal and change to the insurance policies so that at all times PSN holds an up-to-date copy of such insurances;
   14. it shall perform the Job with reasonable skill and care in accordance with the commercial practices and to the standard expected of a competent and experienced provider of such services;
   15. where applicable, it shall comply with the terms of the Disputes Policy, Acceptable Use Policy and Platform Terms of Use;
   16. it shall use its best endeavours to support and assist PSN in any claim it brings against the User in connection with the Job, including providing all requested information and documents and making available its personnel.

Retailers’ duties

2. The Retailer warrants and undertakes to both PSN and the Logistics Supplier that:
   1. it enters into these Conditions in the course of its business, not as a private individual, with full capacity to meet and carry out its obligations under these Conditions;
   2. all information and documents provided as part of its registration as a Retailer with PSN are complete and accurate and it will inform PSN of any changes to such information in writing immediately;
   3. it shall ensure that all vehicles listed on PSN will be available to collect no later than the specified date requested at 9.00am. Provision should be made to allow vehicles going further than 100 miles that they are available no later than 5pm the day before delivery;
   4. it shall ensure that in the case of vehicles listed on PSN that are being purchased on finance, that the finance is cleared no less than 24 hours (twenty-four) before the earliest collection date;
   5. all information it provides in connection with the movement, including within any request, is complete and accurate;
   6. it is not aware of any issues which may affect the ability of a Logistics Supplier to transport the vehicle in the manner requested;
   7. where it requests a driven movement, the vehicle is roadworthy;
   8. it shall not add a Preferred Supplier to their approved Supplier list without the consent of the Logistics Supplier;
   9. it shall not allocate directly any vehicle movement without the consent of the Logistics Supplier;
   10. it shall approve/deny aborted movements at the time of the abort with the Logistics Supplier unless outside normal trading hours. Should an abort occur outside normal trading hours, it shall be approved/denied the following working day;
   11. it shall approve any agreed waiting time on the same day as the waiting time was incurred;
   12. it shall not amend or alter the agreed listed price for the movement without consultation and agreement of the Logistics Supplier;
   13. it shall sign a proof of delivery form provided by the Logistics Supplier upon delivery of the vehicle;
   14. within 24 hours (twenty-four) of delivery, it shall report any issues with the movement in accordance with clause 11;
   15. where applicable, it shall comply with the terms of the Disputes Policy, Acceptable Use Policy and Platform Terms of Use;
   16. it shall use its best endeavours to support and assist PSN in any claim it brings against the Logistics Supplier in connection with the movement, including providing all requested information and documents and making available its personnel.

Contract of Supply

Formation

3. A Contract of Supply is a legally binding agreement formed between Logistics Supplier and Retailer when:
   1. The Fixed Price is accepted by a Logistics Supplier; and/or
   2. by mutual consent that the Retailer requests a Logistics Suppliers’ help with a movement and is sent directly to the Logistics Supplier Accepted Moves portal.
4. PSN is not a party to the Contract of Supply and has no liability or responsibility in respect of the Contract of Supply.
5. The Contract of Supply contains the warranties and representations made by the Logistics Supplier at clause 1. The Logistics Supplier makes no other warranties or representations.
6. Other than as set out in these Conditions, the Logistics Supplier expressly excludes all other representations and warranties including any which may otherwise be implied into the Contract of Supply by legislation or by common law (whether this be terms implied by custom and practice or otherwise).
7. The Logistics Supplier shall have no liability to the Retailer for any loss of profit, loss of goodwill, loss of business, increased management costs, loss of anticipated savings, lost opportunity or any special, consequential or indirect losses suffered by the Retailer in relation to the Contract of Supply.
8. At all times the Logistics Supplier’s liability to the Retailer shall not exceed the vehicles trade value.
9. Nothing in the Contract of Supply shall exclude or limit the Logistics Supplier’s liability for death or personal injury caused by the Logistics Supplier’s negligence, fraud or fraudulent misrepresentation or any other matter for which it would be unlawful for it to exclude liability.

Cancellations/Aborts

10. The Retailer can cancel a movement at any time as long as it is no later than 24 hours (twenty-four) before the earliest collection time without penalty.
11. Should the Retailer cancel a movement less than 24 hours (twenty-four) before the earliest collection time, the Retailer will be liable for an abort charge to the full value of the original movement cost unless the Retailer can replace the original movement with a mutually agreed replacement movement. (Subject to clauses within the Retailer Service Level Agreement)

Billing/Charges

12. Retailers – Will be invoiced once per month which will include all vehicle movements for the previous month along with any aborted movements. The invoice should be paid no later than 20 days (twenty) from receipt of invoice.
13. Logistics Suppliers – Will be paid for all completed movements from the previous month at the agreed amount, minus the fixed Platform fee of £5.40 per movement, by Auto billing no later than 31 days (thirty one) after the completed month end.
14. VAT (at the rate prevailing by law from time to time) shall be payable on all amounts due under these Conditions.

Intellectual property and acceptable use

15. All Content included on the Website, unless uploaded by Users, is the property of Preferred Supplier Network, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission
16. You may, for your own personal, non-commercial use only, do the following:
    1. retrieve, display and view the Content on a computer screen
17. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Preferred Supplier Network.
18. You acknowledge that you are responsible for any Content you may submit via the Website, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Website any Content that (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Website.
19. You represent and warrant that you own or otherwise control all the rights to the Content you post; that the Content is accurate; that use of the Content you supply does not violate any provision of these terms and conditions and will not cause injury to any person; and that you will indemnify Preferred Supplier Network for all claims resulting from Content you supply.

Prohibited use

20. You may not use the Website for any of the following purposes:
    1. in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;
    2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
    3. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

Registration

21. You must ensure that the details provided by you on registration or at any time are correct and complete.
22. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
23. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.
24. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.

Availability of the Website and disclaimers

25. Any online facilities, tools, services or information that Preferred Supplier Network makes available through the Website (the Service) is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Preferred Supplier Network is under no obligation to update information on the Website.
26. Whilst Preferred Supplier Network uses reasonable endeavors to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
27. Preferred Supplier Network accepts no liability for any disruption or non-availability of the Website.
28. Preferred Supplier Network reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

Limitation of liability

29. Nothing in these terms and conditions will:
    1. limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable;
    2. limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
30. To the extent that the Website and Content are provided free of charge, we will not be liable to you for any loss or damage of any kind.
31. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
32. To the maximum extent permitted by law, Preferred Supplier Network accepts no liability for any of the following:
    1. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
    2. loss or corruption of any data, database or software;
    3. any special, indirect or consequential loss or damage.

General

33. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
34. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the current version.
35. These terms and conditions contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
36. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
37. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
38. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
39. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Preferred Supplier Network details

40. Preferred Supplier Network is a company incorporated in England and Wales with registered number 13145602 whose registered address is 21 Church Street, Oadby, Leicester, LE25DB and operates the Website www.p-s-n.co.uk. The registered VAT number is 371638581.
    You can contact Preferred Supplier Network by email on admin@p-s-n.co.uk.