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Cotswold Classic Car Restorations is conveniently situated on the edge of the Cotswolds near the market town of Cirencester and is an experienced car restoration company dedicated to producing the highest quality restored automobiles in the world.
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2015 TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
The Customer's attention is particularly drawn to the provisions of clause 8
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in
London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in
accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance
with clause 12.7.
Contract: the contract between the Supplier and the Customer for the supply of
Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Deliverables: the deliverables set out in the Order produced by the Supplier for the
Intellectual Property Rights: patents, rights to inventions, copyright and related
rights, trade marks, business names and domain names, rights in get-up, goodwill and
the right to sue for passing off, rights in designs, database rights, rights to use, and
protect the confidentiality of, confidential information (including know-how), and all
other intellectual property rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
Order: the Customer's written acceptance of the Supplier's Order.
Services: the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the Specification.
Specification: the description or specification of the Services provided in writing by
the Supplier to the Customer.
Supplier: Cotswold Classic Car Restorations Limited registered in England and
Wales with company number 08049199.
Supplier Materials: has the meaning set out in clause 10 b.
Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or
(c) a reference to a statute or statutory provision is a reference to such statute or
statutory provision as amended or re-enacted. A reference to a statute or
statutory provision includes any subordinate legislation made under that
statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any
similar expression, shall be construed as illustrative and shall not limit the
sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance
with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall come
into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer
acknowledges that it has not relied on any statement, promise, representation,
assurance or warranty made or given by or on behalf of the Supplier which is not set
out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and
any descriptions or illustrations contained in the Supplier's website, catalogues or
brochures, are issued or published for the sole purpose of giving an approximate idea
of the Services described in them. They shall not form part of the Contract or have
any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for
a period of 20 Business Days from its date of issue.
2.7 In the event that a Customer authorises any other party other than the Supplier to
carry out work of any kind on the relevant vehicle the warranty applicable to that
vehicle will become null and void and the costs of any further work will be the
responsibility of the Customer.
2.8 The Company’s vehicle collection and delivery service is limited to the UK mainland
unless specifically agreed otherwise. Subject to all invoices being satisfied in
advance, all vehicles will always be delivered by the Company to the collection
address unless it has been otherwise agreed by the parties in advance.
2.9 Any warranty or guarantee for good or services in only valid with the Customer and
cannot be assigned, transferred or relied upon by any third party.
3. SUPPLY OF SERVICES
3.1 The Supplier shall supply the Services to the Customer in accordance with the
Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates
specified, but any such dates shall be estimates only and time shall not be of the
essence for performance of the Services.
3.3 The Supplier shall have the right to make any changes to the Services which are
necessary to comply with any applicable law or safety requirement, or which do not
materially affect the nature or quality of the Services, and the Supplier shall notify the
Customer in any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.
3.5 The Supplier carries insurance under a full motor trade policy. This covers loss or
damage to the Customer’s vehicle resulting from our negligence only. All other risks
must be covered by the Customer’s insurance policy which should be kept in force
throughout the period that the Customer’s vehicle is with the Supplier to the value
agreed with the insurer. In the event that the Customer’s vehicle is damaged and any
loss results from the Supplier’s negligence, the Supplier’s liability is limited to the
lesser the total of the invoices raised with the Customer on the relevant piece of work
or the limit on the Supplier’s indemnity insurance.
3.6 Warranties are only become valid when all outstanding invoices by the relevant
Customer are paid in full.
3.7 In the event that a warranty is being relied upon and a Customer requires remedial
work to be undertaken, the Customer is obliged to return the vehicle to the Supplier’s
premises for inspection and validation of any warranty work.
3.8 The warranty on bodywork repairs, particularly paint work, carried out to your
vehicle applies to bare steel repairs or new panels only. A warranty cannot be offered
on paintwork applied to spot repairs.
3.9 Warranty periods start at the point that at which the Supplier informs the Customer
that the vehicle is ready for collection by you or delivery by the Supplier.
4. CUSTOMER'S OBLIGATIONS
4.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the
Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information as the Supplier may reasonably
require in order to supply the Services, and ensure that such information is
accurate in all material respects;
4.2 If the Supplier's performance of any of its obligations under the Contract is prevented
or delayed by any act or omission by the Customer or failure by the Customer to
perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right
to suspend performance of the Services until the Customer remedies the
Customer Default, and to rely on the Customer Default to relieve it from the
performance of any of its obligations to the extent the Customer Default
prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred
by the Customer arising directly or indirectly from the Supplier's failure or
delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs
or losses sustained or incurred by the Supplier arising directly or indirectly
from the Customer Default.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be on a time and materials basis:
(a) the Charges shall be calculated in accordance with the Supplier's standard
hourly fee rates, as set out in the original Order set out by the Supplier; and
(b) the Supplier shall be entitled to charge the Customer for any expenses
reasonably incurred by the individuals whom the Supplier engages in
connection with the Services including, but not limited to, travelling
expenses, hotel costs, subsistence and any associated expenses, and for the
cost of services provided by third parties and required by the Supplier for
the performance of the Services, and for the cost of any materials.
5.2 The Supplier reserves the right to increase its standard daily fee rates, provided that
such charges cannot be increased more than once in any 12 month period. The
Supplier will give the Customer written notice of any such increase three months
before the proposed date of the increase. If such increase is not acceptable to the
Customer, it shall notify the Supplier in writing within four weeks of the date of the
Supplier's notice and the Supplier shall have the right without limiting its other rights
or remedies to terminate the Contract by giving four weeks written notice to the
5.3 The Customer may be asked to pay the Supplier in advance for any parts that are
5.4 Given the nature and sometimes substantial periods of time required for the full
restoration of a vehicle The Supplier shall invoice the Customer monthly in arrears.
5.5 It is important that the Customer reviews itemised invoice received from the Supplier
and reviews the work undertaken. Any enquiries regarding the itemised invoice
and/or the work that has been undertaken will be dealt with promptly.
5.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within 7 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the
time for payment shall be of the essence of the Contract.
5.7 All amounts payable by the Customer under the Contract are exclusive of amounts in
respect of value added tax chargeable for the time being (VAT). Where any taxable
supply for VAT purposes is made under the Contract by the Supplier to the Customer,
the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the
Supplier such additional amounts in respect of VAT as are chargeable on the supply
of the Services at the same time as payment is due for the supply of the Services.
5.8 If the Customer fails to make any payment due to the Supplier under the Contract by
the due date for payment, then the Customer shall pay interest on the overdue amount
at the rate of 6 % per cent per annum above the Bank of England base rate and be
liable for a £50 administrative charge associated with the time taken and costs
incurred in corresponding with the Customer regarding the outstanding invoice.
Interest shall accrue on a daily basis from the due date until actual payment of the
overdue amount, whether before or after judgment. The Customer shall pay the
interest together with the overdue amount.
5.9 Where arrangements have been made to deliver (or collect from our premises) a
vehicle and through no fault of the Supplier the Customer postpones the
arrangements, the Customer must accept an alternative date for delivery of the vehicle
within fourteen days of the original date. Where this is not possible the Customer will
be liable for a storage fee payable to the Supplier of £15 plus VAT per day for each
day thereafter and until the date of delivery to the Customer or collection from our
5.10 Where an estimate for work or Specification has been provided it must be declined or
accepted within 30 days of the receipt by the Customer of that estimate or
Specification or the Supplier is entitled to charge a fee of £15 plus VAT per day for
the storage of the vehicle.
5.11 The Customer shall pay all amounts due under the Contract in full without any set-
off, counterclaim, deduction or withholding (except for any deduction or withholding
required by law). The Supplier may at any time, without limiting its other rights or
remedies, set off any amount owing to it by the Customer against any amount payable
by the Supplier to the Customer.
5.12 The Supplier may retain (avoid returning to the Customer) and effectively take a lien
over any vehicles or goods belonging to the Customer and may do so until all
outstanding invoices (and interest) are paid in full by the Customer. If any vehicle or
goods are retained by the Supplier in such circumstances, they will be retained in a
safe and secure location until all invoices (and interest) are paid at which point any
vehicle or goods will be released to the Customer.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services
shall be owned by the Supplier.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property
Rights, the Customer's use of any such Intellectual Property Rights is conditional on
the Supplier obtaining a written licence from the relevant licensor on such terms as
will entitle the Supplier to license such rights to the Customer.
6.3 All Supplier Materials are the exclusive property of the Supplier.
A party (receiving party) shall keep in strict confidence all technical or commercial
know-how, specifications, inventions, processes or initiatives which are of a
confidential nature and have been disclosed to the receiving party by the other party
(disclosing party), its employees, agents or subcontractors, and any other
confidential information concerning the disclosing party's business, its products and
services which the receiving party may obtain. The receiving party shall only disclose
such confidential information to those of its employees, agents and subcontractors
who need to know it for the purpose of discharging the receiving party's obligations
under the Contract, and shall ensure that such employees, agents and subcontractors
comply with the obligations set out in this clause as though they were a party to the
Contract. The receiving party may also disclose such of the disclosing party's
confidential information as is required to be disclosed by law, any governmental or
regulatory authority or by a court of competent jurisdiction. This clause 7 shall
survive termination of the Contract.
8. LIMITATION OF LIABILITY:
8.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
(a) the Supplier shall under no circumstances whatever be liable to the
Customer, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, for any loss of profit, or any indirect or
consequential loss arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses
arising under or in connection with the Contract, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, limited to the
lesser the total of the invoices raised with the Customer on the relevant
piece of work or the limit on the Supplier’s indemnity insurance.
8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982
are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, either party may terminate the Contract
by giving the other party one week’s written notice.
9.2 Without limiting its other rights or remedies, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if
such a breach is remediable) fails to remedy that breach within 14 days of
that party being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or
(being a company or limited liability partnership) is deemed unable to pay
its debts within the meaning of section 123 of the Insolvency Act 1986 or
(being an individual) is deemed either unable to pay its debts or as having
no reasonable prospect of so doing, in either case, within the meaning of
section 268 of the Insolvency Act 1986 or (being a partnership) has any
partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors
with a view to rescheduling any of its debts, or makes a proposal for or
enters into any compromise or arrangement with its creditors;
(d) the other party (being an individual) is the subject of a bankruptcy petition
(e) an application is made to court, or an order is made, for the appointment of
an administrator or if a notice of intention to appoint an administrator is
given or if an administrator is appointed over the other party (being a
(f) the other party's financial position deteriorates to such an extent that in the
Supplier's opinion the Customer's capability to adequately fulfil its
obligations under the Contract has been placed in jeopardy; or
(g) the other party (being an individual) dies or, by reason of illness or
incapacity (whether mental or physical), is incapable of managing his own
affairs or becomes a patient under any mental health legislation.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract
with immediate effect by giving written notice to the Customer if the Customer fails
to pay any amount due under this Contract on the due date for payment and fails to
pay all outstanding amounts within 21 days after being notified in writing to do so.
9.4 Without limiting its other rights or remedies, the Supplier may suspend provision of
the Services under the Contract or any other contract between the Customer and the
Supplier if the Customer becomes subject to any of the events listed in clause 9.2(b))
to clause 9.2(g), or the Supplier reasonably believes that the Customer is about to
become subject to any of them, or if the Customer fails to pay any amount due under
this Contract on the due date for payment.
10. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest and, in respect of Services supplied
and/or parts purchased but for which no invoice has been submitted, the
Supplier shall submit an invoice, which shall be payable by the Customer
immediately on receipt;
(b) the Customer shall return all of the Supplier Materials (any Deliverables
which have not been fully paid for). If the Customer fails to do so, then the
Supplier may enter the Customer's premises and take possession of them.
Until they have been returned, the Customer shall be solely responsible for
their safe keeping and will not use them for any purpose not connected with
(c) the accrued rights, remedies, obligations and liabilities of the parties as at
expiry or termination shall be unaffected, including the right to claim
damages in respect of any breach of the Contract which existed at or before
the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue
in full force and effect.
11. FORCE MAJEURE
11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the
reasonable control of the Supplier including but not limited to strikes, lock-outs or
other industrial disputes (whether involving the workforce of the Supplier or any
other party), failure of a utility service or transport network, act of God, war, riot,
civil commotion, malicious damage, compliance with any law or governmental order,
rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood,
storm or default of suppliers or subcontractors.
11.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to
perform its obligations under this Contract as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents the Supplier from providing any of the Services
for more than eight weeks, the Supplier shall, without limiting its other rights or
remedies, have the right to terminate this Contract immediately by giving written
notice to the Customer.
12.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge,
subcontract or deal in any other manner with all or any of its rights under
the Contract and may subcontract or delegate in any manner any or all of its
obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of the Supplier,
assign, transfer, mortgage, charge, subcontract, declare a trust over or deal
in any other manner with any or all of its rights or obligations under the
(a) Any notice or other communication given to a party under or in connection
with the Contract shall be in writing, addressed to that party at its registered
office (if it is a company) or its principal place of business (in any other
case) or such other address as that party may have specified to the other
party in writing in accordance with this clause, and shall be delivered
personally, sent by pre-paid first class post or other next working day
delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 12.2(a); if
sent by pre-paid first class post or other next working day delivery service,
at 9.00 am on the second Business Day after posting; if delivered by
commercial courier, on the date and at the time that the courier's delivery
receipt is signed; or, if sent by by fax or e-mail, one Business Day after
(c) The provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part-provision shall be deemed deleted.
Any modification to or deletion of a provision or part-provision under this
clause shall not affect the validity and enforceability of the rest of the
(b) If one party gives notice to the other of the possibility that any provision or
part-provision of this Contract is invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as
amended, it is legal, valid and enforceable, and, to the greatest extent
possible, achieves the intended commercial result of the original provision.
12.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in
writing and shall not be deemed to be a waiver of any subsequent breach or default.
No failure or delay by a party in exercising any right or remedy provided under the
Contract or by law shall constitute a waiver of that or any other right or remedy, nor
shall it prevent or restrict its further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.
12.5 No partnership or agency. Nothing in the Contract is intended to, or shall be
deemed to, establish any partnership or joint venture between the parties, nor
constitute either party the agent of the other for any purpose. Neither party shall have
authority to act as agent for, or to bind, the other party in any way.
12.6 Third parties. A person who is not a party to the Contract shall not have any rights
to enforce its terms.
12.7 Variation. Except as set out in these Conditions, no variation of the Contract,
including the introduction of any additional terms and conditions, shall be effective
unless it is agreed in writing and signed by the Supplier.
12.8 Governing law. This Contract, and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual
disputes or claims), shall be governed by, and construed in accordance with the law
of England and Wales.
12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this Contract or its subject matter or formation (including non-
contractual disputes or claims).
Conditions of the Supplier’s free extended warranty on body work and engine rebuilds
The Supplier provides a three year warranty subject strictly to the following terms and
conditions in addition to the general terms and conditions (above):
Re-paint – The vehicle must be returned to us (at the Customer’s own expense and upon
payment of the inspection fee advised by the Supplier to the Customer at the time) at least
once in every twelve months during the life of the warranty in order to enable the Supplier to
check the condition of the paint and bodywork and in order to provide the Supplier with the
opportunity to carry out a detailed inspection.
A fundamental condition is that the vehicle must not be subjected to extreme weather or
Engine Rebuild – The vehicle must be returned to us (at the Customer’s expense and upon
payment to the Supplier by the Customer of the relevant fee at the time for engine servicing).
The first service is due after 500 miles or within the first twelve months (whichever occurs
first) and at a further 2000 miles or twelve months (whichever occurs first) during the
subsequent two years. This covers the life of the warranty and enable the Supplier to check
the condition of the engine and provides the opportunity to review.
A fundamental condition is that the engine must not be subjected to any exceptionally onerous
handling or treatment for example competition driving or excessive mileage. The warranty
does not cover wear and tear generally.
Thank you for contracting with Cotswold Classic Car Restoration Limited – We look
forward to doing business with you.