Provision of the Rapid Response Roadside Service – Card Payment by Tructyre to the Customer shall be on the terms and conditions set out below to the exclusion of any other terms and conditions whether or not the same are endorsed upon, delivered with, or referred to in any purchase order or other document delivered by the Customer to Tructyre.

1. Definitions     
1.1.    In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:      
1.2.    “Agreement” means an agreement consisting of the Order and these terms and conditions;      
1.3.    “Business Day” means any day which is not a Saturday, a Sunday or a public holiday at the relevant location;      
1.4.    “Charges” means the charges that Tructyre will make to the Customer for the provision of the Service as notified to the Customer by Tructyre as part of the Order;      
1.5.    “Customer” means the company or other business entering into this Agreement with a view to purchasing the Service from Tructyre;      
1.6.    "Customer Components and Equipment" means any components, goods or equipment to be provided by the Customer in order for Tructyre to provide the Services, including any and all wheels, tyre related products, non-tyre items and consumables;      
1.7.    “Driver” means the driver at the relevant time of any Vehicle;      
1.8.    “Goods” means any and all tyres, tyre related products, consumables and any other products provided to the Customer by Tructyre as part of the Service;      
1.9.    “Information” means the information to be provided to Tructyre by the Customer as part of the Order, to include the details set out in clause 8.1;      
1.10.    “Location” means the exact location of the Vehicle for the provision of the Service;      
1.11.    “Order” means a request made by or on behalf of the Customer to provide the Rapid Response Roadside Service – Card Payment to a specific Vehicle on a specific date at a Location, and which precede the making of payment in relation to that Service, which includes information given (including the Information) and details agreed in a telephone conversation or series of conversations between Tructyre and the Customer in the course of making the request;      
1.12.    “Rapid Response Roadside Service – Card Payment” means the replacement of one or more tyres on the Vehicle at the Location in accordance with the Information, where the Customer pays the Charges to Tructyre by Visa or Mastercard;      
1.13.    "Rectification Services" means tyre repair and/or tyre rectification/ husbandry services;      
1.14.    "Regulations" The Road Vehicles (Construction and Use) Regulations 1986;      
1.15.    “Tructyre” means Tructyre Fleet Management Limited (company number 03999449) whose registered office is at Tructyre House Princesway North, Team Valley, Gateshead, NE11 0NF;      
1.16.    "Report" means a jobsheet provided by Tructyre to the Customer in relation to the provision of the Service, including details of any tyre removed from and Goods fitted to the Vehicle;      
1.17.    "Service" means the Rapid Response Roadside Service – Card Payment to be provided to the Customer including any Goods supplied in the course of providing the Service ;      
1.18.    “Vehicle” means any vehicle in relation to which the Service is to be provided.

2.    In this Agreement (except where the context otherwise requires): (i) use of the singular includes the plural and vice versa; (ii) use of any gender includes the other genders; (iii) any reference to a statute, statutory provision or subordinate legislation (legislation) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and any former legislation which it re-enacts, consolidates or enacts in rewritten form.

3.    Formation of Contract    
3.1.    The Order constitutes an offer by the Customer to purchase the Service in accordance with this Agreement.      
3.2.    An Order is only effective, and the Agreement only comes into force, when payment of the Charges is made by the Customer to Tructyre.      
3.3.    Tructyre reserves the right to accept or refuse any Order in its absolute discretion.      
3.4.    The Customer warrants to Tructyre that its representative(s) placing the Order have the power, authority and the legal right to enter into this Agreement on its behalf.   
3.5.    Any descriptive matter or advertising materials issued by Tructyre, and any description of Goods or services contained in Tructyre's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services and/or Goods described in them. They shall not form part of this Agreement nor have any contractual force save as expressly agreed in writing between the parties.

4.    Authorisation and Customer Warranty       
4.1.    By entering into this Agreement, the Customer authorises Tructyre to provide the Service and to provide the Goods pursuant to the Order.      
4.2.    The Customer warrants that it is the owner of the Vehicle referred to in the Order, or, where the Vehicle is owned by a third party, the Customer is entitled to obtain the Service from Tructyre in relation to such Vehicle, and that so doing will not cause any breach of any other agreement for the provision of services similar to the Service, or of any finance or lease agreement in regard to the Vehicle, and will not invalidate any warranty in respect of the Vehicle. The Customer shall indemnify and keep indemnified Tructyre from and against all costs (including the costs of enforcement), expenses, liabilities, actions, injuries, losses, damages, claims, demands or legal costs (on a full indemnity basis) and judgments which Tructyre incurs or suffers as a consequence of the Customer's breach of this warranty.      
4.3.    The provision of the Service does not and is not intended to transfer legal responsibility for the condition or roadworthiness of any vehicle to Tructyre. The Customer, as the operator or owner of the Vehicle accepts that it remains responsible for its condition.  

5.    The Service       
5.1.    Tructyre warrants that the Service will be provided using reasonable care and skill.      
5.2.    Tructyre will use reasonable endeavours to provide the Service as soon as reasonably possible in all the circumstances. For the avoidance of doubt, any timeframes for the performance of the Services agreed at the time of the Order are estimates only, and Tructyre does not warrant to attain such timeframes.      
5.3.    Tructyre will attend at the Location in accordance with clause 5.2 and will use reasonable endeavours to locate the Vehicle and the Driver, which shall include telephoning the contact telephone number provided for the Driver. If the Vehicle or Driver cannot be located within 15 minutes from Tructyre’s arrival at the Location, Tructyre may terminate the Agreement without further obligation or liability.      
5.4.    Tructyre reserves the right to amend the Service if required by any applicable statutory or regulatory requirement, and shall notify the Customer in any such event.      
5.5.    Tructyre shall, in regard to wheel fitting and security, comply with the higher of: (i) the manufacturer’s written and published recommendations in regard to wheel security; and (ii) Tructyre's wheel security policy in respect of wheel fitting and security, provided always that where any retorque is required following a certain time period or mileage, it shall be the responsibility of the Customer to ensure that such retorque is carried out, and Tructyre accepts no liability in this regard.      
5.6.    Tructyre shall not be obliged to fit to any Vehicle any tyre or other component, or to carry out any part of the Service where in the reasonable opinion of Tructyre to do so would: (i) result in a breach of any term of this Agreement; or (ii) amount to a tortious act; or (iii) be in contravention of the Regulations or any other regulations applying to the use of the vehicle or in any way to the tyres or components fitted to it; or (iv) be in any way unsafe.      
5.7.    Tructyre will not carry out any Rectification Services as part of the Service.      
5.8.    Where Tructyre removes a tyre from a Vehicle as part of the Service, that tyre will become the property of Tructyre, and Tructyre may dispose of or sell it in its absolute discretion and the Customer shall have no claim on any proceeds therefrom. A disposal charge will apply in respect of each tyre removed.

6.    Warranties       
6.1.    In respect of Goods that Tructyre supplies, it shall (to the extent that it is able to do so), assign to the Customer the benefit of any manufacturer’s warranty applying to the Goods and shall, at the Customer’s request, supply the details of any such manufacturer’s warranty.      
6.2.    Tructyre gives no further warranty in regard to the Goods save for the warranty at clause 6.1.      
6.3.    The Customer's sole remedy in regard to any Goods shall be as set out in the relevant manufacturer's warranty.      
6.4.    Where the Service supplied by Tructyre is proven to have been performed otherwise than in accordance with the warranties at clause 5, then Tructyre shall, at its option: (i) provide the Service again at its cost; or (ii) provide the Customer with a credit or refund equal to the value of the relevant Service, provided in each case that the Customer  shall have given Tructyre written notice of the defect immediately upon the defect becoming apparent and, in any event, within 14 days from performance of the relevant Service.      
6.5.    Tructyre warrants that any statement made on any Report will not be misleading or inaccurate in any material respect. Tructyre makes no warranty and shall not be liable for any verbal statement made in respect of a vehicle or its condition, safety or suitability for use.      
6.6.    Tructyre shall have no liability in respect of any claim by the Customer under this Agreement in connection with any supplies of Goods or Services unless the Customer shall have afforded Tructyre reasonable opportunity and facilities for the investigation of any claim and the making good of any discrepancy and, if Tructyre requests, the collection or return of Goods (but no Goods may be returned to Tructyre without its prior written authorisation).      
6.7.    The conditions, warranties and representation set out herein shall be the Customer’s sole remedy and to the extent permitted by law, all other conditions, warranties and representations in respect of the the Service, whether statutory or otherwise, (including, but without limitation, fitness for any particular purpose), whether express or implied, are excluded.

7.    Customer Components and Equipment       
7.1.    Where Tructyre uses Customer Components and Equipment in the provision of the Service, the Customer warrants that (i) it holds full title to all Customer Components and Equipment; (ii) it is entitled to provide the Customer Components and Equipment to Tructyre for the provision of the Service; and (iii) that all such Customer Components and Equipment are in good working order and suitable for use by Tructyre in the provision of the Service.      
7.2.    The Customer is solely responsible for ensuring that any Customer Components and Equipment are suitable for the provision of the Service, and Tructyre gives no warranty as to the Customer Components and Equipment or their suitability for use within the Service. Save where any loss arises solely from the negligent fitting of the tyre or other component by Tructyre, Tructyre shall have no liability for any failure or delay in performing the Service to the extent caused by any Customer Components and Equipment.      
7.3.    The Customer shall indemnify and keep indemnified Tructyre from and against all costs (including the costs of enforcement), expenses, liabilities, actions, injuries, losses, damages, claims, demands or legal costs (on a full indemnity basis) and judgments which Tructyre incurs or suffers as a consequence of the use or fitting by Tructyre of Customer Components and Equipment or any other component not supplied by Tructyre save where such costs, expenses, liabilities, actions, injuries, losses, damages, claims, demands, legal costs or judgments arise solely from the negligent fitting of the tyre or other component by Tructyre.  

8.    Obligations of the Customer       
8.1.    It is a condition of this Agreement that the Customer or Driver has accurately supplied all information reasonably required by Tructyre at the time of the Order (“the Information”), and Tructyre shall have no obligation to provide the Service if the Information is inaccurate, absent or otherwise defective. As a minimum, this information shall include an accurate report of:      
8.1.1.    the full business name and address of the Customer;      
8.1.2.    the Location;      
8.1.3.    a description of the Vehicle including its registration number and general appearance;      
8.1.4.    details of the tyre to be replaced including its brand, size, speed / load rating and its position on the Vehicle;      
8.1.5.    the name and contact telephone number for the Driver; and      
8.1.6.    an email address belonging to the Customer to which Tructyre may send correspondence relating to this Agreement.      
8.2.    The Customer shall immediately contact Tructyre to inform it of any changes to the Information that occur prior to the completion of provision of the Service. In the event that Tructyre considers any such changes to be material, Tructyre may terminate this Agreement without further obligation or liability.      
8.3.    The Customer shall procure that it, and any Driver shall:      
8.3.1.    comply with such instructions as may be issued by Tructyre, the tyre or component manufacturer, the vehicle manufacturer or Tructyre’s supplier concerning the use, precautions and other measures to be taken in respect of Goods and/or the Service supplied by Tructyre or in respect of the Vehicle in relation to which the Service has been provided;      
8.3.2.    comply with all laws, regulations, rules and instructions applying to the Vehicle in relation to which the Service has been provided by Tructyre;      
8.3.3.    ensure that all information it provides to Tructyre is complete and accurate;      
8.3.4.    provide all access required by Tructyre to the Vehicle so as to perform the Service;      
8.3.5.    provide Tructyre with all requested service and maintenance records relating to the Vehicle and allow Tructyre and its authorised representatives at any time to inspect or cause to be inspected such records, documents and other apparently relevant information (in whatever tangible or intangible form) as Tructyre shall reasonably require and shall supply Tructyre with any copies or extracts of the same;      
8.3.6.    use all Goods in accordance with the relevant manufacturer’s warranty and any other instructions given by Tructyre.      
8.4.    A breach by the Customer of this clause 8 will have the effect of estopping the Customer from making any claim against Tructyre arising from or in connection with Goods and/or the Service supplied by Tructyre in respect of the Vehicle in relation to which the breach occurs.      
8.5.    It is the sole responsibility of the Customer to ensure that it and/or its Driver carries out, or arranges for the carrying out, of any subsequent checks or work (including re-torques) that may be required or recommended to preserve wheel security. Tructyre will not be required to comply with any procedures published by the Customer in respect of wheel security.      
8.6.    Any inspection by Tructyre of any Vehicle does not amount to a warranty of the condition (or otherwise) of the Vehicle or any of its components and the Customer must rely on its own inspection of a Vehicle to determine its condition, safety or suitability for use.      
8.7.    Tructyre shall not be liable for the consequences of any incorrect use of any Goods or poor workmanship on the      
Customer’s part or on the part of the Driver or any failure by the Customer or any Driver to comply with:      
8.7.1.    Tructyre’s or any manufacturer’s or other supplier’s instructions or recalls; or      
8.7.2.    any law or regulation concerning the use of goods; or      
8.7.3.    any standard, industry or other generally accepted practice.

9.    Intellectual property       
9.1.    Tructyre shall provide the Customer with a Report recording the Service provided. Tructyre retains all intellectual property rights in or arising out of or in connection with the Report and any other part of the Service.      
9.2.    Tructyre grants the right to the Customer to use the Report and copy the Report solely for the purpose of receiving and using the Service in its business.      
9.3.    Save that the Customer may provide a copy the Report to the DVSA or such replacement regulatory body from time to time, the Customer may not share the Report with any third party, including but not limited to any owner or manufacturer of the Vehicle without the prior written consent of Tructyre, and shall indemnify and keep indemnified Tructyre from and against all costs (including the costs of enforcement), expenses, liabilities, actions, injuries, losses, damages, claims, demands or legal costs (on a full indemnity basis) and judgments which Tructyre incurs or suffers as a consequence of the Customer's breach of this clause.  

10.    Charges       
10.1.    The Customer shall pay the Charges, together with any other charges, costs or expenses payable to Tructyre, which shall be calculated in and invoiced in accordance with this Agreement.      
10.2.    Payment of the Charges, and any other charges, costs or expenses payable to Tructyre, shall be made by the Customer to Tructyre by Visa or Mastercard prior to delivery of the Service, and without any discount, set-off or other deduction whatsoever. Time for payment is of the essence of this Agreement and, Tructyre shall not be under any obligation to provide Goods or the Service unless and until payment is made in full.      
10.3.    In the event that either party terminates the Agreement as set out in clauses 5.3, 5.6, 8.1, 8.2 or 17, any refund of the Charges shall be at Tructyre’s discretion. Tructyre will, as a minimum, be entitled to retain a sum equal to Tructyre’s Standard Emergency Call Out Charge.  

11.    Title and Risk       
11.1.    Tructyre shall transfer to the Customer only such title and rights of use as it has in any Goods and in the case of items provided by any third party, shall transfer only such title and rights as that party had and has transferred to Tructyre.      
11.2.    Risk of damage or loss in any Goods shall pass to the Customer immediately upon the fitting onto or incorporation of the Goods into property belonging to the Customer or a third party.      
11.3.    Where Tructyre has supplied or fitted Goods then the item or items that such Goods replace shall become      
Tructyre’s property on removal, and may be disposed of or sold by Tructyre after the date of their removal.  

12.    Liability       
12.1.    The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.      
12.2.    Nothing in this Agreement limits or excludes any liability of Tructyre which cannot be limited by law, including liability to the Customer for death, or personal injury resulting from the negligence of Tructyre, its employees, agents or subcontractors or for fraudulent misrepresentation.      
12.3.    Subject to clause 12.2, the total aggregate liability which Tructyre shall owe to the Customer, and in respect of any one claim or series of connected claims under or in connection with this Agreement (“Claim”), shall not exceed:      
12.3.1.    where the liability is covered by Tructyre’s public and products liability policies of insurance, the sum of £5,000,000 (five million pounds); and      
12.3.2.    where the liability is not covered by the above insurances, the total Charges payable or paid by the Customer to Tructyre for the Service provided by Tructyre pursuant to this Agreement.      
12.4.    Subject to clause 12.2, Tructyre shall in no circumstances be liable to the Customer for the following types of loss which are wholly excluded: (i) loss of profit; (ii) loss of sales or business; (iii) loss of production; (iv) losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of Tructyre, including but not limited to demands, liquidated damages or contract costs or fines, levies or other penalties, including those made by subcontractors, regulators and customers of the Customer; (v) loss or damage to any goods carried within any Vehicles, including but not limited to where such goods are perishable.      
12.5.    Tructyre’s Charges to the Customer are determined on the basis of the exclusions from and limitations of liability contained in this Agreement. The Customer expressly agrees that these exclusions and limitations are reasonable because of (amongst other matters) the likelihood that otherwise the amount of damages awardable to the Customer for breach by, or negligent performance of, Tructyre of this Agreement may be disproportionate to the price of the Goods and Services or of the other goods and services supplied by Tructyre.      
12.6.    Tructyre has given commitments as to compliance of the Goods and Services with relevant specifications in this Agreement. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are excluded to the fullest extent permitted by law.  

13.    Data Protection       
13.1.    The parties shall each comply with their respective obligations under applicable laws relating to the processing of personal data.      
13.2.    Tructyre shall use any personal data which is provided to it by the Customer in accordance with its privacy policy as updated from time to time and which is available at https://www.tructyre.co.uk/privacy-notice. Where the Customer provides Tructyre with personal data of any individuals on their behalf (including Drivers, employees, former employees or any other third party) the Customer shall ensure that it has the authority to do so.

14.    Export Control       
14.1.    Tructyre is part of the Euromaster Group. The Customer shall respect the Euromaster “group position” relating to export control, which may contain more restrictive provisions than the Trade Restrictions as defined below. The Euromaster group position applies to the Goods sold as spare parts or incorporated in or fitted to a higher-level assembly (such as fitted unit, or a ground vehicle). As of the signature date of this Agreement, the list of countries to which Euromaster refuses and prohibits any direct or indirect sales (including transit across these countries) is as follows: Cuba, Iran, North Korea, Syria. This list is subject to changes during the term of this agreement and Euromaster reserves the right to notify such changes to the Customer.      
14.2.    The Customer shall comply with all applicable laws and regulations with regard to the supply, sale, transfer, export, re-transfer, or re-export of the Goods, including but not limited to those relating to: trade sanctions (including but not limited to comprehensive or sectoral embargoes and restricted parties) and export controls (including but not limited to military or dual usage products), altogether defined hereafter as “Trade Restrictions”. For the avoidance of doubt, all applicable laws and regulations could include those originating out of the United Nations, the United Kingdom, the European Union, the OSCE, or the United States of America. The Customer shall not cause Euromaster or Tructyre to, either directly or indirectly, risk any potential violation of any applicable Trade Restrictions.

15.    Notices      
Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by first class prepaid post or by a guaranteed Royal Mail service (or other similar service provided by an alternative service provider to the registered office (in the case of a company) or principal place of business (in all other cases). Any such notice shall be deemed to have been received: (i) if delivered personally, at the time of delivery; (ii) in the case of first class prepaid post or a guaranteed Royal Mail Service (or other similar service), 48 hours from the date of posting, provided that if deemed receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs  after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9am on the next Business Day.

16.    Confidentiality.      
Each party shall treat as confidential all information received or obtained as a result of entering into or performing this Agreement which relates to: (i) the provisions of this Agreement and its negotiation; and (ii) the other party, its customers, suppliers or business affairs. Any party may disclose information which would otherwise be confidential if and to the extent: (i) it is required to be disclosed by law or other body of competent jurisdiction; the information has come into the public domain through no fault of that party at the time the disclosure is made; (iii) the other party has given prior written consent to the disclosure; or (iv) that the party can show from its written records that it was already lawfully in possession of that information (without breach of confidence) before disclosure was made. Tructyre shall be entitled to disclose any information which would otherwise be confidential: (i) to manufacturers, suppliers and its subcontractors as required to enable Tructyre to perform its obligations under this Agreement; and (ii) for the purposes of inter group reporting. The restrictions contained in this clause 16 shall continue to apply after the termination of this Agreement without limit in time.

17.    Force Majeure.      
Tructyre shall not be deemed to be in breach of this Agreement or otherwise liable to the Customer in any manner whatsoever for any failure or delay in performing any of its obligations under this Agreement due to any circumstances beyond its reasonable control including but not limited to fire, explosion, breakdown or failure of plant or machinery, lack or failure of transportation facilities, or the supply of labour, materials or power, lack or shortage of stock or goods, adverse weather, traffic congestion or disruption, non-availability or restriction of access to vehicles, strike, lockout or labour dispute, pandemic, epidemic, illness or restriction of any authority or governmental agency (in each case, of whatever nature and howsoever caused) ("Force Majeure Event"). The time for performance of Tructyre's obligations shall be suspended for the period of the Force Majeure Event. If the Force Majeure event in question prevails for a continuous period in excess of 24 hours after the time at which the Force Majeure begins then either party will be entitled to give not less than 2 hours’ notice in writing to the other to terminate the Agreement.  

18.    General      
18.1.    Waiver. A failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies and will not prevent a party from subsequently requiring compliance with the waived obligation, and will not affect the remaining terms of this Agreement. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in this Agreement) are not exclusive of any rights or remedies provided by law.      
18.2.    Assignment and sub-contracting. Tructyre shall be entitled to assign, novate or otherwise transfer this Agreement and sub-contract its obligations under this Agreement to another party without the prior written consent of the Customer.      
18.3.    Use of trade marks and announcements. The Customer shall not use or reproduce in whole or in part any of Tructyre’s or its associated companies’ trademarks, business or product names, logos or the like or Tructyre’s advertising, promotional or other material (whether over the internet or otherwise) without first obtaining Tructyre’s written consent and if, in its discretion, Tructyre withdraws such consent, the Customer shall immediately cease to use the material in question.      
18.4.    Third party rights. No right is granted to any third party to enforce any rights relating to the supplies provided to the Customer under this Agreement and the Contract (Rights of Third Parties) Act 1999 is specifically excluded.      
18.5    Entire Agreement. This Agreement, and the documents referred to in it, constitute the entire agreement and supersede any previous agreement, whether written or oral, between the parties relating to the subject matter of this Agreement, including the terms and conditions contained on the Tructyre credit clearance application form completed by the Customer, and any terms specified in any of the Customer's purchase order forms. The Customer acknowledges that in entering into this Agreement it is not relying upon any representation, warranty, promise or assurance made, whether or not in writing, at any time prior to the execution of this Agreement which is not expressly set out in this Agreement.      
18.6    Law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts in all claims and matters relating to and arising from this Agreement whether in contract, tort (including negligence) or otherwise.