THESE TERMS AND CONDITIONS FOR DEALERS (AS AMENDED FROM TIME TO TIME) (“COLLECTION SERVICES TERMS” this “AGREEMENT”)) APPLY AND SHALL HAVE EFFECT IN RESPECT OF ALL USE OF THE VEHICLE COLLECTION SERVICES BOOKED BY DEALERS THROUGH CARWOW WHERE CARWOW INVOICES FOR THE COLLECTION. PLEASE READ THE FOLLOWING DOCUMENT CAREFULLY BEFORE USING THE COLLECTION SERVICES.

1. INTERPRETATION

1.1. The following definitions apply to these Collection Services Terms:

“Additional Fees”: means the fees payable by the Dealer in respect of the costs incurred by the Transport Company for fuel, tolls, recovery services, congestion charges, ferry charges, electric charge costs, ULEZ; LEZ; Clean Air Zone charges, Driver’s waiting time during the Transport Company’s performance of the Collection Services and such other reasonable charges are which are incurred as part of the Collection Services.

“Appraisal”: means a visual inspection pursuant to the Appraisal Checklist of the Vehicle carried out by the Driver on behalf of the Transport Company at the Collection Point in accordance with the Collection Services Terms;

“Appraisal Checklist”: means the following which the Driver will use to carry out the Appraisal:

(a) taking photos of: registration plate, chassis number, make and model of the Vehicle;

(b) taking photos of, including:

(i) hood/bonnet - outer and inner;

(ii) under the bonnet (engine);

(iii) doors - open/close, full door, frame;

(iv) wings - off / nearside;

(v) tailgate;

(vi) front, offside, nearside;

(vii) body side panels;

(viii) vehicle corners;

(ix) tailgate /boot lid - open/close with parcel shelf visible;

(x) roof;

(xi) bumper (front and back); and

(xii) windscreen

(c) taking photos of:

(i) wheel side-on shot to visually assess the tyre tread, wear, and overall condition of each tyre, with the aim of identifying any signs of excessive wear or damage;

(ii) wheel arch areas; and

(iii) each alloy wheel / wheel trims

(d) taking photos of the interior including:

(i) burns and stains;

(ii) controls;

(iii) warning lights;

(iv) visible interior damage;

(v) burns, scratches, tears, dents or staining on the car’s interior padding (if any);

(vi) holes in the carpets, tearing and floor damages (if any);

(vii) damage to the interior fittings (seat belts, sun visors, door bins) (if any); and

(viii) ceiling damage (if any).

(e) noting gear selection (where Seller has refused to consent to a Test Drive):

(i) if the Vehicle has a manual transmission, the Driver will engage each gear, drive and reverse;

(ii) if the Vehicle has an automatic transmission, the Driver will drive and reverse;

(f) noting oil and water levels (actual levels, or a photo of the dashboard looking for faults with either of the two (to be recorded after the Test Drive, if conducted));

(g) noting if two sets of functional keys (or not);

(h) noting presence of service logbook of the vehicle (or not);

(i) noting presence of V5 documentation for the Vehicle names the Seller as its current registered keeper and matches the Seller’s proof of identity provided;

(j) sending additional information where appropriate in the Transport Company’s opinion in relation to any photo; and

(k) (provided the Seller has consented) conducting a test drive of the Vehicle, meaning a five minute drive of the Vehicle by the Driver to bring the Vehicle to operating temperature (“Test Drive”). During the Test Drive, the Driver shall attempt to observe any mechanical issues relating to the gearbox or clutch (including but not limited to detecting unusual noises, and observing operation and responses on the following aspects: Steering, Braking, Suspension, Acceleration, Gear Selection, Interior). Once the Vehicle reaches the aforementioned temperature, the Driver shall take a picture of the dashboard, specifically highlighting any engine management or warning lights present. This Test Drive must be done as the final step of the Appraisal Checklist, after all other information is logged in the Appraisal Report, and may only be conducted with the Seller’s consent. Communications sent prior to collection from carwow and the Transport Company must inform the Seller (i) that he/she may refuse to consent to the Test Drive; and (ii) of the exclusions to the Transport Company’s liability in the event of damage as set out in clause 7.3 below. Where the Seller refuses to consent to the Test Drive, the Driver shall call the Dealer so that the Dealer can decide whether or not to proceed with the purchase of the Vehicle.

“Appraisal Report”: means the written report produced by the Driver during the Appraisal in accordance with the Appraisal Checklist.

“carwow”: means carwow Ltd, incorporated and registered in England and Wales with company number 07103079 whose registered office is at carwow Ltd, 2nd Floor, 10 Bressenden Place, London, SW1E 5DH;

“carwow website”: means a website at https://www.carwow.co.uk which is owned and operated by carwow.

“Collection Point”: means the address specified by the Seller for the collection of the Vehicle.

“Collection Services”: means the inspection, collection and transport services for Vehicles which are offered to the Dealer via carwow Website, as more particularly described in these Collection Services Terms.

“Dealer” means the trade car dealer (whether online or with a physical branch), broker or leasing company using the carwow Website.

“Dealer’s Address”: means the address specified by the Dealer for the delivery of the Vehicle.

“Dealer Terms”: means the carwow terms and conditions for the purchase of vehicles on the carwow site a copy of which can be found dealers.carwow.co.uk/buyers-terms-and-conditions.

“Delivery Report”: means the written report produced by the Driver upon delivery of the Vehicle to the Dealer’s Address in accordance with the Appraisal Checklist.

“Driver”: means a driver appointed by the Transport Company to carry out the Collection Services in respect of the Vehicle.

“Fee”: means the fee payable by the Dealer to carwow for the Collection Services.

“Seller” means a person who agrees to sell the Vehicle to the Dealer through the carwow Website.

“Standard Driven Service”: means a collection service carried out by the Transport Company where the Vehicle is driven from the Collection Point to the Dealer's Address, excluding the Trade Plate Driven Service.

“Test Drive”: as defined in clause 1.1(k) above.

“Trade Plate Driven Service” means a collection service carried out by the Transport Company where the Vehicle is driven from the Collection Point to the Dealer’s Address on trade plates.

“Transport Company”: means the transport company providing the service.

“Transported Service” means a collection service carried out by the Transport Company where the Vehicle is delivered from the Collection Point to the Dealer’s Address on a truck or trailer.

“Vehicle” means any car, van, motorcycle or other vehicle which the Seller agrees to sell to the Dealer via the carwow Website.

2. TYPES OF COLLECTION SERVICES AND ELIGIBILITY

2.1 Subject to this clause 2, the Dealer will have the option to choose between the Standard Driven Service, the Trade Plate Driven Service or the Transported Service for which the applicable Fee will be charged.

2.2 The Collection Services are subject to the following eligibility criteria:

2.2.1 Standard Driven Service will be offered for a roadworthy Vehicle with up-to-date tax and a valid MOT certificate;

2.2.2 Trade Plate Driven Service will be offered for a roadworthy Vehicle without up-to-date tax;

2.2.3 Transported Service will be offered for a Vehicle which is valued over £100,000 or has no valid MOT certificate or if stipulated by the Transport Company; and

2.2.4 no Collection Services will be offered for a Vehicle valued over £150,000 as it will not be covered by the Transport Company’s insurance policy; and

2.3 The Collection Services will only be offered on the Great Britain mainland. Whilst a Dealer may request the Collection Service there is no guarantee that the Transport Service can be provided. carwow will review all requests for the service and revert with a confirmation if the Transport Service is available.

3. FEES

3.1 The Fee for each booking of the Collection Services is determined on a case-by-case basis by reference to the rate card set out in Schedule 1 which may be changed by carwow at its sole discretion (carwow will provide details of any rate change from the Schedule 1 amounts before a Dealer purchases a new collection service so that Dealer may decide whether to accept any fee increase). Any Additional Fees will be charged to the Dealer on top of the Fee.

3.2 carwow shall generate an invoice for the Fee and any Additional Fees. Payment is due seven (7) days from the date of the invoice. The Fee and, if applicable, any Additional Fees, are payable in addition to the fees which the Dealer is required to pay pursuant to the Dealer Terms. Successful payment to carwow of Fees discharges a Dealer’s obligation to pay this fee to the Transport Company.

3.3 Additional Fees may be billed by carwow in a separate invoice and Buyer’s Fees shall be invoiced separately.

4. CANCELLATIONS AND DELAYS

Cancellations

4.1 The Dealer must notify the Transport Company as soon as possible if it wants to cancel its booking of the Collection Services.

4.2 If the Dealer notifies the Transport Company of a cancellation of the collection at least 48 hours before the scheduled time of the Collection Services, the Fee will not be charged. If cancelled later, the Dealer will continue to be under the obligation to pay the Fee in full. Changes to the collection time are permitted on more than 48 hours’ notice.

4.3 Subject to clause 4.2 above, the Fee will be charged to the Dealer if the Transport Company is unable to complete the Collection Services due to the circumstances outside of its control (for example, in the event of unsuccessful negotiation between the Seller and the Dealer whilst the Driver is at the Collection Point or if the Dealer discovers that the Vehicle does not meet its description on carwow’s website or if the vehicle seller is not at the Collection Point).

Delays

4.4 The Appraisal will be scheduled by the Transport Company for one hour from arrival at the Collection Point, if additional time is required Additional Fees for waiting time shall be incurred.

4.5 The Transport Company will contact the Dealer using the contact information provided by the Dealer:

4.5.1 upon the Driver’s arrival at the Collection Point; and

4.5.2 upon completion of the Appraisal to provide a copy of the Appraisal Report and to initiate a payment process between the Dealer and the Seller.

4.6 The Dealer must be contactable during the time scheduled for the Appraisal:

4.6.1 to give their instructions to the Transport Company in respect of any issues that require the Dealer’s input;

4.6.2 to make payment or arrangement terms with the Seller.

4.7 If the Transport Company is unable to reach the Dealer to carry out the steps set out in clause 4.6 above despite repeated calls the Transport Company will notify carwow accordingly.

4.8 carwow reserves the right to charge the Dealer for the time during which the Driver is held at the Collection Point in excess of one hour at a rate of £25 (plus VAT) per hour. The rate shall apply to waiting time at the seller’s Address.

4.9 In the event that the Driver is required to wait for longer than 60 minutes at the Collection Point or if the Dealer is not contactable in accordance with clause 4.7 above, carwow reserves the right:

4.9.1 to instruct the Transport Company to abort the Collection Services; and

4.9.2 to charge the Fee in full together with the Additional Fees (if any).

4.10 The Dealer agrees that in the event that payment has not been made to the Seller at the Collection Point that it shall pay the Seller the amount agreed as soon they authorise the Transport Company/Driver to move the Vehicle from the Collection Point.

5. APPRAISAL

5.1 During the Appraisal, the Driver will examine the Vehicle against the Appraisal Checklist and will note any identified damage and/or defect as per the Appraisal Checklist. The Transport Company is not responsible nor liable for matters outside of the Appraisal Checklist, save as specifically noted below. The Driver is not required to verbally detail the contents of the Appraisal or highlight damage set out in the Appraisal Report. The Dealer must review the Appraisal Report.

5.2 Subject to clauses 5.3 to 5.9 below, the Transport Company will be responsible for any inaccuracy or mistake in the Appraisal Report and shall indemnify the Dealer for all costs, claims and damages such inaccuracy or mistake has caused (subject to the exclusions herein).

5.3 If the Driver is unable to carry out a comprehensive visual examination of the Vehicle’s exterior due to:

5.3.1 adverse weather conditions;

5.3.2 inadequate light; or

5.3.3 the Vehicle not being in a reasonably clean condition,

the Transport Company shall have no liability for any inaccurate assessment of the Vehicle’s in the event that the Transport Company notifies the Dealer that it is unable to carry out a comprehensive visual examination of the Vehicle in accordance with this clause 5.3. Fees and Additional Fees are still payable in such circumstances.

5.4 No party should use the Appraisal Report to determine the value of the Vehicle or to estimate potential repair costs in respect of the Vehicle (and the Transport Company shall have no liability in respect of such use of the Appraisal Report). In particular, the Transport Company will not be responsible nor liable for the mechanical condition or engine condition of the Vehicle, except as set out in clause 7. Drivers merely note cosmetic items on the Appraisal Checklist or by photographing. The Appraisal is not comprehensive nor is a BVRLA report. The Driver can rely on the accuracy of the Vehicle’s warning lights and, if relevant, multi-function display and will take a photo of the Vehicle’s dashboard and, if relevant, multi-function display at the end of the Appraisal. The Appraisal Report cannot identify if a Vehicle was previously a write-off, a taxi or has had modifications, this is a matter between the Seller and the Dealer (and the Transport Company is not liable). Whilst Drivers shall endeavour to photo or note damage there may be instances where minor fair wear and tear damage are not noted or photographed and the Transport Company shall not be liable for such matters.

5.5 The Transport Company will share to the extent possible the information shown on the Vehicle’s dashboard and, if applicable, multi-function display with the Dealer before the Dealer makes a payment to the Seller for the purchase of the Vehicle. If the Dealer does not view or request this information the Transport Company will not be liable for any matters related to this.

5.6 The Transport Company will be responsible for a failure to notify the Dealer of an engine light illuminated during the Appraisal. The Transport Company will have no responsibility to the Dealer if an engine light appears on the dashboard once the Driver has left the Collection Point following completion of the Appraisal, in which case the

Dealer will be liable for any additional movement costs.

5.7 The Transport Company shall have no liability for matters detailed in the Appraisal Report and/or photos provided to the Dealer (save where there is an inaccuracy). It is the Dealer’s responsibility to review the Appraisal Report and photos so they can assess the Vehicle prior to the Driver leaving the Collection Point. If a photo or description is unclear it is the Dealer’s responsibility to request that the Driver provide further information.

5.8 Upon completion of the Appraisal the Transport Company will email (or send in another agreed method) the Appraisal Report and any photos to the Dealers. The Transport Company will not be authorised to negotiate any changes to the purchase price agreed between the Dealer and the Seller. The Driver should only leave the Collection Point without completing the Collection Services upon receipt of instructions from the Dealer or carwow.

5.9 Where a Test Drive is consented to, upon completing the Test Drive the Driver shall submit the Appraisal Report and call the Dealer to inform the Dealer of the results of the Test Drive, including but not limited to (where applicable) feedback on any concerns or issues that arose during the Test Drive. The Driver shall not leave the collection site until the Dealer confirms they wish to proceed with the purchase of the Vehicle.

6. DELIVERY OF THE VEHICLE

6.1 The Transport Company will endeavour to deliver the Vehicle to the Dealer’s Address at the agreed time. If the Driver believes that they will not be able to arrive at the Dealer’s Address within one hour of the agreed time (for example, due to heavy traffic), they will endeavour to notify the Dealer as soon as possible and to provide regular updates thereafter if safe to do so. The Transport Company cannot accept responsibility for delays in delivery however caused.

6.2 If the Vehicle breaks down whilst it is in transit between the Collection Point and the Dealer’s Address, the Driver will find a safe and appropriate place to stop (for example, at the next motorway service station). The Transport Company cannot be responsible for any mechanical defect encountered whilst in transit unless due to Driver negligence. In the event of a breakdown the Transport Company shall contact the Dealer to arrange and agree terms for the recovery of the Vehicle. In the event that the Transport Company cannot get hold of the Dealer or recovery terms cannot be agreed the Transport Company shall (as soon as possible, but when safe to do so) email the location of the Vehicle to the Dealer who will arrange recovery themselves. The Dealer shall be liable for the reasonable cost of a Driver returning to a UK address in the event that a vehicle breaks down in transit.

6.3 Following delivery of the Vehicle to the Dealer’s Address, the Dealer is advised to inspect the condition of the Vehicle to determine the accuracy of the Appraisal Report. The Dealer must ensure that its representative is present at the Dealer’s Address on the day of delivery to inspect the Vehicle against the condition specified in the Appraisal Report. Waiting time will incur Additional Fees.

6.4 The Dealer must sign the Delivery Report pursuant to which the Dealer will confirm the delivery and condition of the Vehicle.

6.5 Subject to clause 7 below, upon signing the Delivery Report, the Dealer agrees that the Transport Company will be discharged from all liability whatsoever in respect of the Vehicle, its condition (including its cosmetic, mechanical or electrical condition or roadworthiness) and any future damage.

6.6 carwow makes no warranty, representation, endorsement or recommendation in respect of any of the Appraisal Report, Delivery Report, Transport Company or any Vehicle and such matters are excluded to the extent permitted by law. carwow shall not be liable for any costs, claims, losses, expenses, liabilities or damages incurred by the Dealer or any third party for the Appraisal Report, Delivery Report, Transport Company and/or the Vehicle itself. Save as set out in this Agreement neither carwow or any Transport Company provides any express or implied warranties or conditions. Any implied representations, warranties or conditions are fully disclaimed.

7. RESPONSIBILITY OF THE TRANSPORT COMPANY

Damage

7.1 If the Dealer finds damage to the Vehicle which they believe was caused by the Transport Company and which was not apparent in the Appraisal Report or the Delivery Report because the reports were inaccurate or a mistake was made, or damage took place in transit the Dealer must, within 3 business days of the delivery of the Vehicle, raise a claim directly with the Transport Company and provide the Transport Company with photographic evidence of the damage. The Transport Company must notify the Dealer of any damage caused by its Driver.

7.2 If it is established that the damage to the Vehicle was caused by the Transport Company or caused whilst in the Transport Company’s custody and control, the Transport Company will be responsible for payment of the reasonable repair costs (and promptly indemnify the Dealer or Seller (as applicable) for such costs and expenses), provided that the Transport Company is given an opportunity to investigate a claim made by the Dealer or Seller (as applicable) in respect of the damage and provided with a repair estimate. The Transport Company shall have the right to arrange a Vehicle repair themselves if in their reasonable opinion the repair cost proposed by the Dealer or Seller (as applicable) is excessive (once the time period for the repair shall be comparable). The Transport Company shall not be liable for indirect or consequential losses, loss of profit, but including all penalties and reasonable legal or professional costs and expenses connected to such vehicle damage.

7.3 Note that a Transport Provider may not have insurance cover for punctures, glass damage or damage from road debris. This is deemed to be no fault of the Transport Company as the damage would occur whoever was in charge of the vehicle and the Transport Company shall not be liable for such matters which are at the Dealer’s or Seller’s (as applicable) risk. The Transport Company shall not accept liability for:

7.3.1 any incidental damage to windscreens or tyres, including, without limitation, stone chips, other stone damage and tyre failure.

7.3.2 missing loose items unless there is evidence the loose item was in or on the vehicle on collection and conclusive evidence it was not in or on the vehicle at the point of drop off, including but not limited to locking wheel nuts, charging cables and SD cards (in which case the Transport Company shall indemnify the Dealer or Seller (as applicable) for such loss).

Driving offences

7.4 If a driving offence is caused by the Driver whilst the Vehicle is in transit from the Collection Point to the Dealer’s Address (“Offence”), the Transport Company will, subject to clauses 7.5 to 7.7 (inclusive) below, be responsible for payment of any fines in respect of the Offence.

7.5 Upon receipt of the notice of intended prosecution for the Offence, the registered keeper must:

7.5.1 comply with their legal obligations under applicable laws; and

7.5.2 correctly complete the notice of intended prosecution within the period of time required by applicable laws which must include confirmation that the registered keeper was not driving the Vehicle when the Offence took place.

7.6 If the original fine for the Offence is increased as a result of the registered keeper’s failure to comply with their obligations under clause 7.5 above, the Transport Company’s liability will be limited to the amount of the original fine for the Offence.

7.7 The Transport Company will have no liability in respect of the registered keeper’s own obligations under the applicable laws.

7.8 The Transport Company shall be liable for third party damage caused by its Drivers in the performance of the Transport Service and shall have appropriate insurance in place.

8. TRANSPORT COMPANIES AND COMMUNICATION

8.1 The Collection Services will be carried out by a Transport Company in accordance with these Collection Services Terms.

8.2 Each Transport Company maintains its own insurance policy which can be provided to the Dealer upon request.

8.3 If the Dealer adds the Collection Services to the purchase of the Vehicle, they must book the Collection Services through carwow only. If the Dealer bypasses carwow and arranges transport of the Vehicle directly with one of the Transport Companies listed above, carwow may charge the Dealer for the full amount of the Fee. No Dealer is required to use the Collection Services and may arrange transportation themselves.

9 General Terms and Limitation of Liability

9.1 In no circumstances is carwow liable to the Dealer (in contract or tort) for the provision of the Collection Services. Dealer acknowledges and agrees that for any claim arising out of, relating to, or in connection with the performance of the Collection Services, in all circumstances, its recourse shall be to the Transport Company. Nothing shall limit carwow’s liability for loss or damage arising directly from carwow’s service for booking, arranging and taking payment for the Collection Services with a Transport Company, provided that carwow’s maximum liability is limited to the total amount paid to carwow in respect for that specific booking. In no event shall the Transport Company be liable under this Agreement in contract or tort to any Dealer or any third party for any loss of anticipated profits of future business, damage to reputation or goodwill, incidental, special exemplary, punitive or enhanced damages, loss of anticipated savings, loss of any contract; and/or any other special, indirect or consequential loss of any kind.

9.2 In no event shall carwow or its representatives be liable under this Agreement to any Dealer or any third party for any loss of anticipated profits of future business, damage to reputation or goodwill, damages, costs or expenses payable by you to any third party, incidental, special exemplary, punitive or enhanced damages, loss of anticipated savings, loss of any contract; and/or any other special, indirect or consequential loss of any kind.

9.3 These exclusions and any others set out in this Agreement apply to the fullest extent permitted by law, save that there is no exclusion or limit to liability for: death or personal injury caused by negligence, fraud or fraudulent misrepresentation in connection with or under this Agreement, or for any other liability which cannot legally be limited.

9.4 You acknowledge that you will not be entitled to assign, transfer, delegate or sub-contract any of your rights or obligations under this Agreement. We may assign, transfer, delegate or sub-contract any of our rights or obligations under this Agreement to any subsidiary, holding company or subsidiary of any subsidiary or holding company at any time.

9.5 You warrant and agree that you have not been induced to enter into this Agreement by any prior representations whether oral or in writing except those specifically contained within this Agreement and you agree to waive any claim for breach of any such representation which is not so specifically identified herein.

9.6 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

9.7 If at any time any provision of this Agreement is found by a court or competent authority to be void or unenforceable for whatever reason, such provision, or part thereof, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement shall continue in full force and effect.

9.8 This Agreement supersedes all prior agreements, arrangements and understandings between us and constitutes the entire Agreement between us relating to the Collection Services. For the avoidance of doubt separate terms and conditions apply to the use of our websites by dealers, brokers and other partners who wish to buy, sell or lease vehicles to carwow customers and members of the public and such terms apply to the use of those services.

9.9 Notices that are required to be given under this Agreement must be made in writing, and sent to the address of the recipient set out in this Agreement or by email to the email address customarily used by you (for carwow to legal@carwow.co.uk). Any such notice may be delivered personally or by first class pre-paid letter and will be deemed to be served if by hand on delivery, or if by first class post 48 hours after posting.

9.10 Headings referred to in this Agreement are for ease of reference only, and shall not affect the interpretation or construction of this Agreement in any way. A reference to a clause is a reference to a clause in this Agreement unless otherwise stated.

9.11 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

9.12 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement (save in respect Transport Companies and the right of the Seller to claim directly from the Transport Company under clauses 7.2 and 7.3).

9.10 This Agreement will be governed by and construed in accordance with the laws in England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Schedule

Fees (plus VAT)

Note that mileage is determined by the route taken by the driver, in the event of a diversion the route may be longer than estimated.